And then there were monsters
by Feedbackblast18
Summary: A Fanfiction idea by me and brought to live by CreatureMaster.


**Creaturemaster and Feedbackblast18 presents**

 **A Ben 10/Monster high crossover 2-part story.**

 **Credit and all rights to Creaturemaster for his creation of his special ben 10 universe and for giving me permission to use.**

 **Based on the "And then there were" Episodes on Ben 10 Omniverse.**

 **Disclaimer: Me and Creaturemaster does not know Ben 10 or Monster high.**

And Then There Were Monsters part 1.

We open the story to Boo York city, it was night time as the city was glowing with all the beautiful lights made the city glowed like a diamond. But our story takes place at a certain place in the city, The Comet Crystal Gala. At the Gala, everyone was parting and celebrating for 2 reasons: The arrival of the crystal alien ghoul, Astranova and the new-found love of Seth Ptolemy and Catty Noir. Thanks to Astranova's powers, everyone was floating and dancing in the air. Everyone was having fun and happy on the roof of the building.

But, not everyone was happy or having fun, we move our attention from the party to inside the building, more specifically, one of the restrooms in it, It was empty except for one monster, It was a tan girl, with long nile blue with thick highlights of black and gold hair that was free and want down to mid back, light purple eyes with horus style eyeliner and orange diamond shaped birthmark on her left cheek, she is wearing her gala outfit, which is consist of a teal and black slim-fitting dress with a gold breast plate over top and her left shoulder, on her feet were shoes that are translucent teal, and have snakes wrapping all the way up her legs, on her head, she wears a large black headpiece featuring snakes and crystal shards, But the most unusual thing about her was the long fingerless gloves were not gloves at all, But actually teal color bandages, which confirms that she is really a mummy, but not just any mummy.

Nefera De Nile was drying herself after falling into the pool with Toralei, thanks to the clumsy werecat for making them both fall in, she was fuming mad and muttering at herself as looks towards the mirror at herself, glaring at her reflection. She couldn't believe it. Nefera couldn't believe it, she REFUSED to believe it. The thought of her pathetic, younger sister and her excuse for a group of friends made her skin burn like the blazing sands of the Scarehara. She had victory in the palm of her hand, she HAD been so close to being crowned Queen of Boo York . . . another ten seconds, maybe less, and everything would have been PERFECT . . . and then it had all been taken away from her at the last minute, and in such a humiliating manner no less. Nefera clenched her fists so tightly that she was sure she was drawing blood with her perfectly manicured nails; the faint sounds of celebration wafted from outside and the princess swore that if she saw another alien, it would be too soon.

"Just you wait, CLEO . . . your day of reckoning will come someway, somehow, if it is EVER the last thing I do!" she seethed to herself. She then finished drying off and started to walk out of the bathroom. Little then she knows, that a huge life-changing event will happened to her sooner then she expected.

With her dignity in pieces and her clothes still damp from her fall into the pool, Nefera made her way through the labyrinth of hallways and corridors, looking for an exit of some kind. She was at the end of her rope with her younger sister and he friends, she needed some air to hopefully clear her head; at least, that's what she told herself. Really, she'd like nothing more than to strangle her sister at this point, but that would hardly go over well with her father or the authorities and the prospect of being turned into a garden gnome by Cleo's boyfriend hardly sat well with her. NOW IF I COULD JUST FIND MY WAY OUT OF THIS STUPID BUILDING . . .

The sound of footsteps coming from not too far behind her gave the princess pause and she turned around to search for the source of the sound. Finding nothing but an empty hallway in her wake, Nefera turned on her heel with a growl of annoyance and continued to search for a means of leaving her failure and her sister's victory behind her; why were there so many hallways? Before she could attempt to answer her question with a spiteful remark, she picked up on the sounds of approaching footsteps again, only much closer than before. Once again, she turned around to see just who or what had the guts to follow her in such a destructive state and was once again met with complete and utter silence.

"Stupid servants . . ." the princess muttered sourly under her breath when she resumed her search. With slowly decreasing patience she finally made it to the main hall of the building and took one last glance back over her shoulder up at the party, her eyes narrowing at the bright lights and the thumping music that faintly played. Just the sheer thought of Cleo beating her made her want to wretch. With bile building at the back of her throat she turned to take her leave and promptly bumped right into something. Or rather, SOMEONE.

With lavender eyes now a boiling inferno, the princess immediately rounded on the unfortunate soul. "Watch where you're going, PEASANT." Nefera hissed venomously, the twist of her lips only further increasingly when she realized that it was none other one of Cleo's friends - Frankie Stein if she remembered correctly - that had the audacity to block her path. She was about to unleash a torrent of verbal abuse upon the young simulacrum when she realized that something was . . . off.

For one thing, Frankie's otherwise flawless, mint-green skin now seemed slightly faded, deepening several shades until it was a deep ebony at the very tips of her fingers. Her once bright, heterochromatic eyes were now both a poisonous amber in color that made something in the pit of Nefera's stomach churn uncomfortably, as if trying to warn her that something was wrong. The stitching that held her together seemed to have gotten a little more careless as well, leaving small gaps between the threads and her choice in attire - an outfit that usually consisted of a schoolgirl's uniform with pumps and various lighting-inspired accessories - had taken on a darker and more sinister theme. The once cheerful curve of Frankie's lips had now withered into a cruel, malicious smile like that of predator eyeing its helpless prey. The most peculiar thing about her however, was the addition of a strange, watch-like device fastened tightly around her left wrist that was colored the same shade of orange as her unsettling eyes with a roughly hourglass-like symbol at its center.

"So, what's with you? Come to rub it in a little more?" Nefera spat.

The only answer that the mummy got however, was a cunning smile and an insanely high blast of electricity that had her recoiling in absolute agony as her energy danced across her skin and her nerves were fried. By the time the incredibly painful current stop, her once fluid locks had become crusty and smoldering and it hurt to even breath from her position on the floor, flat on her back; she could have sworn her heart had stopped and restarted a dozen times!"

"SHOCKING, isn't it?" Frankie cackled with a voice that made every hair on the back of Nefera's neck stand on end.

* * *

Cleo de Nile had never been more happy in her entire unlife up until right now. The Comet Ceremony had gone off without hitch and she was reunited with beloved boyfriend once more, safely within his arms again with her head rested against his chest where his beating heart was; she could heard it thump even faster as she was spun around by Deuce in time to the party's catchy beat. The newest couple of the evening - Catty Noir and Seth Ptolemy - were dancing the night away in between performances with Elle Eedee, who looked like she was going to just live from excitement. The rest of her friends were having a grand old time as well, Astranova seemed to be having the time of her life as she experienced her first Earth party, and if that were the proverbial icing on the cake, they had managed to thwart her sister's nefarious schemes once more.

"You enjoying yourself, babe?" Deuce asked her over the roar of the music.

"More than ever," she smiled, pecking him affectionately on the cheek as she was dipped and spun around a second time by those strong arms she fell in love with. "Nothing could POSSIBLY ruin this moment . . ."

"AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAHHHHHHHHHHHHHHHHHHHHH!"

Even though the music never stopped, the mood was nonetheless ruined by the horrible harpy's screeching.

Cleo growled with irritation and tightly clenched her fists. "Ugh. NEFERA." she snarled.

"Should we check on her and see if she's ok?" Frankie asked.

"YOU want to see if NEFERA is ok?" Clawdeen cocked an eyebrow. "No offense, ghoul friend, but there is SO much wrong with every WORD of that sentence."

"Besides, she's probably just angry that her attempts to get even with me failed AGAIN, like they always do." Cleo sniffed without much care while she retreated into Deuce's embrace, as if daring anyone to try and convince her otherwise.

Frankie shifted uncomfortably, her necks bolts crackling with electricity. "I don't know . . . she didn't sound that upset. It sounded more like she was hurt . . ."

"Have you learned NOTHING about my sister's manipulation skills?" Cleo didn't budge. After suffering under her Nefera's abuse for the past five-thousand years or so, she wasn't sure if she could or would EVER trust her sister again, not even if her unlife was supposedly in danger; there was no end to her dastardly plans and the fact that she was both still related and had to live with her at the end of the day only deepened her distrust in the horrible person she was forced to call a sister.

"It couldn't hurt to just check on her." Frankie continued to argue.

Cleo felt Deuce cough awkwardly in her grasp and she turned her scrutinizing glare upon him. "Well . . . she DID sound pretty hurt . . ." he tried to avoid his ghoulfriend's gaze. It was hard to do when it felt like her eyes were burning a hole in his skull.

Despite this, the princess remained firm in her belief that Nefera would never change for as long as she unlived, it was just in her nature to scheme and manipulate and leave a trail of devastation and lies in her wake. It was only after Draculaura tried to avoid her gaze and Clawdeen relented with an exasperated sigh that Cleo finally gave in, albeit with great hesitance. "Ugh, FINE. But I'm telling you, this is NEFERA we're talking about here. She's never going to change. EVER."

"If you say so." Clawdeen rolled her eyes.

Cleo remained unfazed and rounded on her boyfriend. "And as for YOU, you stay here in case things get . . . ugly." her lips twisted as she tapped one of her pointed nails into Deuce's chest, as if daring him to disobey her. She almost lost him once before - and in the same night, no less - and there was no way she was going to risk losing him again, even if it meant risking her own well-being. Besides, if things turned nasty, he would undoubtedly come to the rescue to save his ghoul like he was always prepared to do, an attribute that Cleo was IMMENSELY grateful for.

* * *

With that being said and done, the ghouls left to go in search of Nefera. None of them particularly liked the Egyptian princess - especially Cleo - but none of them - except maybe Cleo - particularly wanted to see her hurt either, or at least not to an extreme point that it would require a trip to the hospital to recover. Even so, Cleo made it exceptionally clear that she still didn't trust her sister, not after almost ruining her relationship with her boyfriend and marrying her off to someone else just for wealth; that alone still burned her and made her skin crawl. Not to say that Seth wasn't a bad guy to potentially be married to, it just aggravated her that she had been so easily manipulated by the snake that was her own kin.

"Ugh, what is that smell?" Clawdeen wrinkled her nose in disgust. "It smells horrible."

Frankie cautiously sniffed the air and a look of confusion and angst crossed her face. "Burnt hair. I'd recognize that anywhere." she pointed to her energized bolts and her lightning streaked hair.

"That's not good, is it?" Draculaura bit her lip nervously.

Cleo scoffed. "Oh, please. There is NO WAY Nefera would be dumb enough to burn herself. She's OBVIOUSLY trying to lure us into a trap. AGAIN."

Nevertheless, they pressed on until they finally reached the main lobby. The awful odor was now absolutely overpowering and practically had Clawdeen on her hands and knees as she fought to try and find some clean air to breath that wouldn't make her want to wretch up all the party food she had happily gorged herself on. A soft groan made the werewolf's sensitive ears prick up and she followed the sound to its source, shortly making a shocking and rather grisly discovery that the rest of the ghouls were quick to notice.

"Nefera!" Draculaura gasped.

Now Cleo felt uncomfortable. Sure, she still despised her older sister with a passion, but now . . . she didn't know what to think. It could still all be a ruse, a trap of some kind to get even with her, but . . . Nefera so helpless. She was lying flat on her back with pain and agony written across every crease and feature of her face whenever she so much as tried to twitch a finger. Faint traces of electricity sparked across her burn skin and her once fluid locks were now krusty like old noodles and smoldering with smoke, creating the noxious smell that had drawn them to her in the first place.

Without hesitation, Clawdeen and Frankie quickly helped her up, allowing her to use their shoulders as supports when she tried to regain her footing. "Oooooh . . ." she moaned before she rounded on the later of the two with a pained glare. "What in the name of Ra is wrong with you, zapping me like that!?" she snapped, instantly regretting it with a sharp hiss.

Frankie flinched at the harsh words. "What are you talking about? I didn't zap you at all."

"That's right, she was with us the whole time!" Draculaura nodded vigorously.

Clawdeen scowled. "Then . . . who could have done this?"

"That would be me."

The ghouls immediately turned to the sound of the new yet incredibly familiar voice and felt their eyes widen with shock and horror at the sight of a second Frankie Stein standing before them with black-nailed hand placed upon her hip and a sadistic, playfully smile on her lips. The doppelganger gave a teasing wave in Nefera's direction, earning a low growl from the Egyptian princess now that she realized what was going on - even if she didn't entirely understand it. All that was important was that there were two clones of Frankie Stein in the same room together, one just as shocked as she was and holding her up and the other flashing her a jeering smile that might as well have belonged to a hungry shark that had just caught sight of a juicy morsel.

"Y-You . . . you're me . . ." Frankie gaped in awe.

The alternate Frankie scoffed. "Amazing, isn't it? I wouldn't have believed it if I was seeing it with my own eyes. It really is you." she gave a smug smirk that made every hair on Clawdeen's entire body stand on end.

Frankie shook her head. "That party food... must have been past there expiration dates."

The doppelganger chuckled darkly. "I knew you were going to say that." her lips took on a sinister smile as she walked towards them like a spider closing in for the kill. The ghouls swallowed nervously and held still as she traced a hand down Frankie's cheek, thumbing the stitch that arched beneath her right eye with the very tips of her black fingernails so that it felt like a sharpened blade was ever so slowly cutting into her skin. "So, you still think i'm fake?" she asked teasingly when she roughly grabbed Frankie's chin in her hand and squeezed her cheeks tightly so that they swelled into a pouty expression.

"N-No . . ." she shook her head. Frankie then managed to pry her doppelgänger's fingers off her cheeks, allowing to get a better look at her counterpart as the dark Frankie smirks at what she is doing. "Go ahead! It's like looking in a mirror, right?" The bad ghoul chuckled as Frankie looks at her back and taps her elbow a few times to see it is not an mirage. She then looks back at her face with wide eyes. "You're... You're really me!"

"Good . . . that makes this SO much easier." the Evil Frankie grinned maliciously. Electricity coursed forth from her bolts and snaked down her arms before she lashed out with a clenched fist that struck Frankie square across the face, causing her to stumble and lose her grip on Nefera; the mummy grunted as she fell, only remaining standing by Clawdeen's will. Frankie had moments to recover before her clone delivered a swift uppercut to her jaw, snapping her head back and leaving her vulnerable to a roundhouse kick that sent her sprawling across the floor with a blast of white hot energy. Draculaura and Cleo immediately rushed to her side and helped her up, glaring angrily at the corrupt clone with a hint of unease.

"What was that for?" Draculaura yelled.

Evil Frankie merely ignored the vampire and continued to address her counterpart with an almost deranged smile upon her lips. "Obviously, you never had any combat training like I did; what a weakling. But then again, you ARE Frankie Stein. You can do ANYTHING I can do . . . EXCEPT THIS."

The ghouls' eyes widened as she raised her arm to show the strange, watch-like device clamped firmly around her wrist and began backing away in fear when she tapped the surface and a bright orange, holographic ring popped up. The devious doppelganger's smile only became more twisted as she cackled - a cacophony of shrieking like that of nails on a chalkboard - and brought her hand down on a button that had popped out.

A blast of amber light enveloped and she began to morph and change before the ghoul's very eyes. She could feel the skin around her quickly corrode away, as if some flesh-eating parasite were rapidly devouring her tissue, leaving nothing but a white skull that rotated in a disturbing, upside position and eye sockets that molded into a single, ember orb with a series of unsettling crunching and crackling noises. Evil Frankie's teeth cracked and split into sharp fangs while a new, thicker skin colored an eggshell white quickly wrapped itself around her like a blanket. Her hands trembled and twitched for a second before exploding into razor-sharp claws and her long, green legs quickly wrapped themselves around each other into a long, whispy tail from which she immediately began levitating off the ground. A black cloak and hood enveloped her upper torso and gray chains and shackles that slithered across her body converged on a strange disk infused between her bust; the transformation was complete.

Frankie felt her jaw drop along with her friends at the sight of the roughly ghost-like creature now floating before her, starring straight at her with her soulless, amber orb. "Wh-What ARE you? How did you-"

"I've come a long way for you, Frankie Stein," the Ectonurite hissed in a rasping voice that sent shivers up everyone's spine. "To find . . . and end you. ALL OF YOU . . ."

Frankie was trembling fearful under the soulless gaze of that single bittersweet ember that seemed to stare right into her very soul and being. "Th-This is impossible!" she protested. She was a monster of science, things had a reason for why they happened and a process for how they did it. No scientific theory she knew of supported this kind of witchcraft, even actual witchcraft had by no means to create this kind of sorcery. It was like something out of a sci-fi thriller . . . only every last bit of it was real. VERY real.

"HARDLY," the Ectonurite rasped as she flexed her claws in a casual manner. "Do you like it? I call this one, GHOSTFREAK."

Nefera growled lowly, hissing when a spike of pain coursed through her chest. "When I get my hands on you-"

"You'll do what?" Ghostfreak taunted. "I could take over your body and make you climb all the way to the top of this building and then jump off. I could make you run right out into oncoming traffic. I could even make you tear out your own intestines and make you hang yourself with them; and that's just the tip of the spear . . . you have NO IDEA what I'm capable of . . ."

Draculaura quivered, fighting back the horrific images that now plagued her mind. "Wh-Why are you doing this?" she gulped.

The Ectonurite shrugged. "Why does anyone do anything these days? Though I realize none of this doesn't make sense from any of your point of views, if I were a nice ghoul I'd explain why you need to be destroyed . . . BUT I NEVER WAS A NICE GHOUL!" her unsettling voice suddenly turned into a bone-chilling screech. Black and purple-striped tentacles suddenly tore through her chest, cracking and snapping hungrily at the air before they lunged forward and grabbed hold of Nefera and Clawdeen and promptly hurled them against the far wall of the lobby with a maniacal cackle. Frankie quickly climbed to her feet and followed Cleo and Draculaura as Clawdeen and Nefera picked themselves up and ran back towards the direction of the party with a demonic Ectonurite following pursuit.

Nefera's chest was heaving heavily and she was mentally cursing herself for not having kept up a decent exercise routine in some five-thousand years. Her joints were groaning in protest, her nerves were begging for a break, her head was demanding that she take a rest, and the mummy would have gladly taken herself up on that opportunity had there not been a satanic ghost that had once been an evil doppelganger of one of her sister's friends. As crazy as that sounded, the evidence was indisputable no matter how terrifying a concept it was. Nevertheless, Nefera forced herself to push, fighting through the pain when she and the ghouls finally made it back to the party.

"Everyone! RUN!" Cleo screamed at the top of her lungs.

Deuce was immediately by her side. "Babe! What's wrong?"

The gorgon soon got his answer when an angry nest of black and purple-striped tentacles wrapped themselves around the gorgon - tightening securely around his wrists and torso to restrict his movements - and promptly sent him flying through the air where he crashed into Elle's DJ stand, bringing the music to a stop. All eyes were on Ghostfreak while she floated high above them in the air, madly cackling her head off. "Let's get this party started!" she shrieked with merriment.

The celebration immediately erupted into chaos as the Ectonurite grabbed hold of the buffet table with her dexterous tentacles and hurled it into the mass of panicking monsters, taking out an unfortunate few. The ghouls ran for cover when she came swooping, cackling madly while she took Operetta by surprise and painfully entered her body. The phantom cried out in agony as she fell to her knees, her entire body trembling violently as her arms and head convulsed and spasmed uncontrollably with a series of disturbing crunching and cracking noises, like that of breaking bones; within seconds however, all movement ceased.

Nefera dared to take a peek out from behind the capsized table she had taken cover behind and watched with horror as Operetta's head suddenly twisted in her direction with her eyes now an unsettling pair of black pits at which of eerily familiar embers burned at their bottom. The mummy had only a few seconds to brace herself before the possessed phantom unleashed a powerful sonic scream that blasted the table - and her - back where it crashed against several forgotten chairs and the wall, leaving Nefera trapped in the mess. Operetta - with Ghostfreak inside her, controlling her body like a puppet - then turned her sonic attacks on the rest of the party, assaulting terrified monsters with sadistic glee.

"What's the matter? Music too loud for you?" Operetta - with the Ectonurite's psychotic voice - cackled madly as she grabbed a table by the legs and hurled it into the fleeing crowd with great strength and without much care for who she hit.

Nefera hissed at the bruises that covered her body as she pulled herself free of the tangled mess of tables and chairs. "This night can't possibly get any worse." she muttered to herself.

"On the contrary, you couldn't be more wrong."

The Egyptian princess felt her blood run cold at the sound of the unfamiliar voice and whirled around to see Draculaura crouching down on top of the table she had just freed herself from, a cheeky smile on her lips that made Nefera's blood run cold. The vampire's otherwise soft, black and pink streaked hair was now greasy and stained a faded green like that of dried snot or mucus with her skin taking on an unhealthy, jade tint instead of its adorable pink hue. The lacy, pink and black dress that she normally wore was traded in for a torn and tattered costume of olive and ebony. Her nails were more like twisted claws, her lavender eyes were instead a venomous viridian in color, and the heart-shaped birthmark on her left cheek had been broke in two. Most disturbing of all however, was a strange, lime green device that looked like half of a gauntlet strapped to her wrist and knuckle with an all too familiar symbol etched into the face.

Nefera dared to steal a peek over her shoulder and her fears were confirmed when she saw Draculaura - the REAL Draculaura cowering behind the stage with Clawdeen, ducking as a possessed Operetta aimed her sonic attacks towards the crowd again and damaged anyone unfortunate enough not to get out of the way in time.

"Hello, NEFERA." the doppelganger purred sinisterly, her grin only deepening when the mummy backed away from her. "Aw, don't you want to play with me? I promise we'll have LOTS of fun."

The princess shook her head and turned to flee, only to run into something - or someone - again and fall flat on her ass; her eyes widened with fear when she looked up and came face to face with none other than Clawdeen - or at least, a DIFFERENT Clawdeen. The werewolf was more bestial in appearance than humanoid, with thick shaggy fur and a canine-like muzzle from which razor-sharp fangs protruded forth in a snaggletoothed fashion. Her once fluid, curled locks now hung heavy over her powerful shoulders like a mane and her delicate fingers were now tipped with raking claws and looked more suited for mass destruction than dexterous movement. A heavy, rusted collar was clamped tightly around her neck with shackles hugging her wrists and ankles. Her once fashionable attire had been traded in for a more primitive garb that vaguely resembled a straitjacket, albeit with the sleeves and legs ripped off. Nefera gulped nervously when she noticed the predatory look in the werewolf's eye and an all too familiar device strapped to her wrist.

Evil Clawdeen barred her teeth with a low, reverberating growl from which saliva dripped from her maw.

"AAAAAAAAAAAHHHHHHH!" Nefera promptly screamed as she scrambled away.

The corrupt clone of Draculaura chuckled deviously a she leaped down from the table. "Aw, I like this one. Almost makes me feel bad for what we have to do to them all." she smirked darkly as she tapped the strange device attached to her wrist. "ALMOST."

The vampire was bathed in a searing blast of green light as her body began to contort and change. Her skin squelched and stretched over her figure as her bones cracked and ground heavily against one another, slowly dissolving and merging with her fibrous muscles; her tissue bent and bubbled, threading around and through one another as her pale green skin darkened and took on a bolder shade of olive the color of new leaves. Her bones and skeleton had finally vanished, allowing some of her tissue and muscle to wind tightly around one another to form a loose support system while her toes, now nothing more than hempen mops of flesh, stretched and warped into root-like growths that functioned as feet; they wrapped around one another and sprouted a single thorn from the tip. The vampire's figure shifted and molded like clay, increasing her height by a couple feet or so when her shoulders broadened slightly and green plant fibers snaked and slithered and weaved themselves around her widening hips and swelling bust, cupping her bust-like tubers quite nicely. Draculaura's head was suddenly swallowed in a mound of squishy plant material, blinding her as purple and yellow thorns popped out of her forearms and shoulders, twisting her delicate fingers into sharp claws; her head was finally released with a wet squelching noise as her skull shifted and suddenly exploded into a head of bright purple and yellow petals with vibrant oranges thrown in here and there. Several more creepers and vines curled themselves around her bust and wove their way across her midriff and farther down South until the same, strange disk appeared on her stomach.

But the transformation didn't stop there. Her soft, green skin started to crack and splinter horribly as it faded into a dull, weathered brown, like that of an old oak tree that had seen hundreds of seasons over its life time. She clenched her fists as the bark crawled over her skin and down her fingers, turning them into sharp claws. More muscles and tissue formed beneath his skin, bulking her up while her back suddenly split open along the spine and a large, bright purple balloon-like structure started to form along her back. The vampire's spiked head became larger and longer as it curved back to cradle the growing organ on his back, bits of which seemed through crevices in her chest region to form bust-like growths. The thorns along her arms and shoulders fused and warped together to grow into long and curved branches like that of a tree, cradling the pulsing organ on her back while more pods and orbs formed on her arms and replaced her face. Her feet cracked and split into a pair of strong toes as the Ultimatrix appeared on her chest, four long, metallic tentacles sprouting outwards from the disk and completing the transformation.

Evil Clawdeen grinned wickedly as she tapped her own version of the alien device and promptly slapped it against the floor, engulfing herself in a wave of xanthous light and energy that began to warp and change her body. Her powerful, feminine frame swelled and ballooned to epic proportions as millions of strong, firm muscles piled themselves onto every part of her body while her fingers and hands trembled and twitched before suddenly exploding in size to match her rapidly growing arms. Stitches arched across her body as Clawdeen's expeditiously expanding shoulders and frame tore through the bindings of her greenery-based dress, sending leaves scattering in all directions. Patchwork skin started to take place of her thick fur coat, darkening into random shades as a pair of burdensome, golden gauntlets formed around her wrists while metallic bolts and screws burst out from her arms and up her spine. The sound of tearing flesh filled the air when a pair of gigantic conductors erupted forth from her shoulder blades, crackling violently with electricity as a pair of black pants and slitted boots materialized on her rapidly changing figure; her hips were widening, her shoulder broadening, her bust swelling to many times their original size and she was absolutely loving the sense of power she now wielded at her fingertips. Her hair flashed and deepened into a greasy, jet black with a single, lightning white streak through the right side that whipped itself into a ponytail. The same strange disk seemed to painfully thrust itself out of her collarbone directly above and between her bust while a tight, black shirt with a yellow stripe down the middle enveloped her and ended the transfiguration.

"Let's turn up the heat." Ultimate Swampfire chuckled darkly as she cracked her knuckles.

Frankenstrike eagerly nodded and slammed her fists against the ground, releasing a blast of hot electricity that raced across the floor in Nefera's direction until it collided with a table and promptly exploded, only further increasing the pandemonium.

Nefera instinctively covered her head with her hands as Ultimate Swamp launched a handful of purple pods from her arms in the mummy's direction that exploded in blast of fiery purple gas and flame, screaming when she suddenly thrown to the ground. With a groan, she ignored the throbbing pain in her body and picked herself up, hurriedly running towards the exit, hoping to Ra that the monstrosities hadn't seen her. Out of the corner of her eye she caught sight of Frankenstrike firing off a blast of intense electricity in Cleo, Clawdeen, and Draculaura's direction, only to have it intercepted and redirected by Frankie at the last second with an explosion of energy that threatened to tear down the building; Nefera scoffed at that. In situations like these, caring only for one's self was what made sure they lived to see another day, not risking their own neck to save so called FRIENDS.

"Where do you think, you're going?" the princess felt her blood run cold when she heard that chilling voice. "You'll miss out on all the fun!"

Nefera yelped as she was roughly pulled back and thrown in a knocked over table, grunting at the sharp pain in back when she fell on her hands and knees. she shuddered when she felt a set of cold, clammy fingers curl themselves around her chin and lift her face up to stare straight into the soulless, black pits that had become Operetta's eyes. The mummy wasn't sure if the phantom was still alive after being possessed - she wasn't sure she cared - but what she did know was that whomever was currently at the controls had several screws lose.

The Ectonurite-possessed phantom chuckled sinisterly. "What's this? the high and mighty Nefera de Nile bowing before me like a common servant? Oh, how the mighty have fallen!"

"Bow before THIS!" Nefera hissed as she lunged forward and rammed her skull into the phantom's face, knocking her flat on her back.

"Nice going, Nefera!" Frankie called out as she rushed past the Egyptian princess with her friends in tow. "Now come on! Before she gets back up!"

With little other choice, the mummy followed after her sister and friends, reasoning that they stood a better chance of surviving and finding help if they stuck together in a group - at least, that was what she would say if any of them asked why she was following them. Really, she was more likely to push any one of them, even her own sister, in harm's way if it gave her enough time to make a decent escape. So long as it wasn't any skin off her nose, she was perfectly fine with making sacrifices, even if those sacrifices happened to be related by blood.

They soon quickly made their way out of the building, hurriedly looking for some place to run or hide from their pursuers; unfortunately for them, it seemed that their escaped hadn't gone unnoticed. A wave of searing hot flame came flaring out over their heads, forcing them to duck as Ultimate Swampfire provided suppressing fire with the explosive pods that formed along her arms. A thunderous CRASH! caught their attention and they nearly jumped out of their skins when Frankenstrike came hurtling down from the skies and crushed an abandoned taxi just a few feet away from them, a malicious grin upon her face, almost as if she were enjoying their fear.

Which she probably was.

"RUN FOR IT!" Draculaura screamed at the top of her lungs.

The ghouls didn't need to be told twice and all but practically ran over one another in an attempt to escape the onslaught directed at them. They heard the loud whine of Frankenstrike's turrets powering up while the Transylian released a powerful, electric current in their direction that was quickly followed up by a bombardment of fire bombs from Ultimate Swampfire. The ghouls hurriedly rushed around a corner and into an alley, just as the explosion went off and nearly knocked them off their feet.

The alleyway in front of them was quickly cut off as Frankenstrike muscled her way in, making an attempt to grab them. "Stop running, fresh meat!" she demanded.

Needless to say, the ghouls weren't eager to fulfill the order and quickly turned around to run back the way they came, only to be cut off by Ultimate Swampfire as she made a move to grab them. Unfortunately for her, the Evolved Methanosian's huge bulk prevented her from easily reaching into the narrow alleyway and her massive hand just barely missed the ghouls as they pressed themselves up against a wall. When the enormous hand retracted, Clawdeen quickly stooped down to the ground and cupped her hands together, urging the others to follow her lead. Frankie and Cleo did so without hesitation and quickly planted their foot in her palms before she threw them up as high as they would go to land safely on top of the graffiti-covered wall; Draculaura swiftly disappeared in a puff of smoke and reemerged as a bat, fluttering her way up and on top of the wall before resuming her original form.

Clawdeen looked at Nefera expectantly. "Well?"

"Well, what?" Nefera snapped.

"Do you want me to help you or would you rather let those two catch you?" the werewolf growled, not in the mood for the mummy's games.

The Egyptian princess bit back a biting comment and GRACIOUSLY accepted Clawdeen's offer, planting her foot in her palms and allowing herself to be tossed up on top of the wall, taking a few moments to regain her balance. Frankie and Cleo quickly knelt down to help Clawdeen up and narrowly got the werewolf out of the way just as a wave of scorching hot flame came pouring down the alleyway, melting and incinerating everything in its path.

"Come on! We got to keep going!" Frankie urged them on.

The ghouls only had mere seconds to leap off the wall and get a head start before the barrier promptly erupted into debris and rubble as Frankenstrike tried to push her way through the narrow alleyway. The female Transylian's electric turrets crackled brightly with lightning and fired off a bolt of energy at them that promptly struck a dumpster and exploded, knocking the ghouls off their feet and through a wooden fence in between the buildings where they landed in a tangle of arms and legs, a little worse for wear but otherwise fine.

Cleo groaned as she picked herself up and rubbed her throbbing temples. "Alright . . . alright . . . this has to be some kind of crazy dream. Yes, that's it . . . we'll wake up any second now in our hotel rooms and have a good laugh about this . . . that's it . . ." she tried to rationalize their situation. It sounded more like she was trying to convince herself that she wasn't going crazy.

This was rather unfortunately short lived when the ground beneath their feet began to rumble and tremble and a grove of gigantic roots and vines laced with thorns and brambles erupted from the earth, casting them in their shadow as they attempted to grab them in their tendrils. The ghouls just barely managed to make it out of the way in time and hurriedly scrambled down another alleyway, pressing themselves up against the wall as they tried to listen for the sound of their pursuers. It was a tense moment for Nefera, with her heart pounding in her chest, sweat trickling down her brow, her nerves jittery and shaken, and her entire body crying out in pain; her breath was too loud . . . why was it so loud? Was it loud enough that those . . . those CREATURES to hear her? She hoped to Ra that her breathing wasn't too loud . . . and if it wasn't her own breathing, was it her sister's breathing that would alert the terrible creatures to their presence? It probably would . . .

With a lump that might as well have been a rock in her throat, the princess carefully peered around the corner for any sign of their pursers and nearly jumped out of her skin when she heard something . . . or someone land on the dumpster behind her and nearly give her a heart attack! The ghouls didn't waste any time and quickly tried make a getaway, only to be grabbed by the back of their collars and roughly thrown to the ground.

"Why are you doing this!?" Frankie whimpered, instinctively covering her head with her hands while her bolts crackled anxiously.

"What, saving your tails?"

The ghouls' eyes nearly widened to the size of saucers when they heard the eerily familiar voice and cautiously turned to see an exact duplicate of none other than Nefera de Nile in her usual ponytail and outfit standing over them, a kind smile on her face and a helpful hand extended out toward them; naturally, the ghouls were hesitant to even breath in the presence of the doppelganger, especially when they noticed several key differences between her and the Nefera currently cowering alongside them. For one, she had a pair of sheaths strapped to her back that contained a pair of katana blades - at least, that's what they looked like. None of the ghouls were exactly weapons experts.

"Y-You've got another one of those weird watches to transform into some hideous creature to try and smash us!" Cleo backed away, jabbing an accusing finger in the direction of the impostor, or more specifically the strange golden and Nile blue watch-like device that was clamped firmly around her wrist.

The doppelganger genuinely seemed surprised at the remark and allowed a small, warm smile cross her lips as she took Cleo's hand - earning a squeak of fear from the mummy - and kindly helped her to her feet. "I'm not going to try and smash you. I'm trying to SAVE you."

Cleo couldn't help but scoff at the idea. "THE Nefera de Nile SAVING someone? That is the most ridiculous thing I've ever heard!"

At the sound of that, Nefera-Prime narrowed her eyes and jammed a finger angrily at her less than stellar duplicate's chest. "See? It's THAT kind of attitude that got you into this mess in the first place! Maybe if you actually treated your sister with a little respect and stopped being a whiny-"

The scathing rant was abruptly cut off when the earth at the far end of the alley crumbled and erupted to give birth to another garden of monstrous vines that hungrily began to slither down the alleyway towards them. The sound of garbage cans being knocked over caught their attention and they all turned down towards the other end of the alley to see Frankenstrike trying to force her bulky body into the narrow space, effectively cutting off any opportunity to escape. Well, ALMOST any opportunity to escape.

"Can this wait until later? Like, maybe when our lives AREN'T in danger!" Clawdeen yelled.

"Right," Nefera-Prime nodded as she hesitantly tapped the strange watch fastened to her wrist and cycled through her transformations. "Just, whatever you do . . . don't freak out." was all she said before she selected the most suitable one and slammed a hand down on the core, encompassing herself in a blast of metamorphic, Nile blue energy. Her frail figure suddenly swelled in size and bulk as hundreds of muscles piled themselves on top of each other, sending her growing form skyrocketing upwards until she was more than twice her original size. Her shoulders were broad and rounded, her fingers twitching and pulsing as they doubled in size yet still retained their feminine form to their crushing power. Nefera's organs sloshed and oozed around inside of her, forming a second heart as another pair of bright, lilac eyes opened up upon her forehead; her gold, cyan, and black streaked hair turned a straight jet black in color and hung loose and shaggy over her shoulders. A loud crunching noise filled the air as her skeleton shifted and realigned to allow a second pair of smaller arms to burst out from under her gigantic, original set; the ghouls watched with horror as the still pulsing muscle and ivory bone were laced over with tough, crimson that spread to the rest of her body, making her feel like she was wearing a suit of protective armor. Nefera's toes melted together to form a pair of padded claws while a uniform consisting of a black tank top with a green stripe down the middle that just barely held back her massive bust, a pair of black shorts that reached down to her knees, two pairs of black fingerless gloves, and the same, strange watch in the form of a belt around her waist materialized on her, completing the transformation.

"AAAAAAHH!" Cleo shrieked as the Tetramand reached for them all and quickly scooped them up with her four, powerful arms, easily holding them in place as they instinctively tried to squirm and break free of her grip. She couldn't really blame them for trying to escape, not after what they had been through in the past fifteen minutes alone; nonetheless, she really wished they would some wiggling around so much.

"Hang on!" Four Arms grunted. The ghouls only had mere seconds to figure out what she was saying before the Tetramand bunched up her legs and shot high up into the air in a single, powerful leap, easily clearing the roofs of most of the surrounding buildings. The ghouls braced themselves and held on tight as they came crashing down on a rooftop and were off again in another flying leap that sent them soaring through the city. It was like some kind of bizarre game of parkour, only with the stakes much more higher than possibly breaking a bone. One misstep could easily lead to their deaths, whether it be from falling from such an enormous height or falling victim to one of the terrifying, shape-shifting doppelgangers that seemed hellbent on destroying them.

Draculaura groaned, holding her upset stomach when they came crashing down on the roof of a towering skyscraper to catch their breath having cleared several city blocks in just the past few minutes. "Ooooh . . . if this is just some really weird nightmare, I'd like to wake up now, please . . ."

Four Arms sighed. "It's just way too complicated for you ghouls to understand, but . . ." she hesitated for a second, mentally debating with herself whether she was making the right choice before deciding to simply screw it and let fate be as it be. "I'll take you to someone who can."

Nefera glowered sinisterly at her transformed counterpart, as if trying to burn a pair of holes into the Tetramand's head. "And why should we believe you? You kidnapped us!" she seethed.

The four-armed amazon merely raised an eyebrow at the mummy's temper before shaking her head. "Ben was right. I really WAS a spoiled brat . . ." she muttered to herself. Without so much as another word, she grabbed the ghouls and pulled them into her tight before shooting off once again across the rooftops and trying to keep the rolling sensations down to a minimum in order to avoid having a certain, motion sick vampire puke all over her uniform.

* * *

The Port of Boo York and Boo Jersey.

Nefera wrinkled her nose at the unsavory smell of sea salt and an overwhelming amount of seagull poop that seemed to cover everything of importance - namely any particular place she tried to put her feet down on. The repugnant odors weren't the factors that had her feeling uneasy. The shipping yard was quiet, save for the lapping of the waves on the shore, the faint cries of seagulls as they wheeled and soared overhead, and the ominous creaking of the hundreds upon hundreds of rust-tainted shipping containers that formed a labyrinth of salt-coated steel around her. The air was cool from the ocean not too far away and the Egyptian princess found herself shivering.

SHING! SHING! SHING!

It also didn't help that her dimensional counterpart was sharpening her swords to pass the time. The sound alone made the hair on the back of her neck stand up every time she ran a pocket-sized whetstone over the honed blades. Nefera glanced out of the corner of her eye and caught sight of Cleo and her FRIENDS whispering amongst themselves, anxiously glancing back and forth between their little group and her - or more specifically, her doppelganger.

"I can hear you talking back that." she suddenly spoke up, bringing the anxious conversations to an end.

Nefera-Prime sighed, admiring her work before she slipped the katanas back into the sheaths on her back and turned to address the ghouls. "Now I'm going to guess you have questions, right?" she stated.

Cleo was the first to speak up. "Who . . . or WHAT exactly are you?" she asked suspiciously.

The doppelganger hardly seemed phased or bothered by the question. "Simple question, simple answer: I'm your sister."

"As much as I hate to admit it, aren't I her sister?" Nefera pointed at herself while she leaned against a shipping container that she hoped wouldn't leave to horrible a stain on the back of her top; it was one of her favorites, specifically picked out for when she had achieved her victory before . . . well, her entire night was turned upside down, actually.

"Yes and no." the duplicate replied. "I AM you, but I'm from an alternate dimension. A dimension where you stopped tormenting your sister and her friends and actually became a half decent ghoul. Who has a boyfriend she loves very much, I might add." she explained, narrowing her eyes with disgust as she regarded her counterpart.

"I find that hard to believe." Cleo scoffed.

"I'm standing here, aren't I?"

The mummy sighed and relented, mostly because she couldn't think of any other reason for why there were two versions of her sister, one of which was the horrible monster that made her home life an absolute nightmare and the other that was like something out of fantasy world that only someone the likes of Hoodude Voodoo - someone who was almost sickeningly optimistic - could imagine. She knew her sister would never change for the better, that was how it had always been and how it always would be, no matter how much she wanted for it to be otherwise. She had given up some thousand years ago ever hoping things would be better between her and her sister; it just didn't seem to be.

At least, until this night that is.

Frankie pulled out her iCoffin and checked the time, frowning when she saw that it was starting to get very late. "How long do we have to wait?" she asked.

Nefera-Prime glanced upwards at the moon, as if she were able to tell what time it was just by the position of the celestial bodies in the expanse of the sky above. "Hard to say. Time isn't exactly easy for this guy to keep track of." she sighed, scratching the back of her neck.

"NONSENSE!"

No sooner had the words tumbled out of her mouth than a flash of intense, blue light exploded forth from the night, nearly blinding everyone as a loud, roaring portal flashed into existence just a few yards behind them. The ghouls backed away as a figure came calmly strolling out of the portal as if he had all the time in the world. The portal closed a few moments after he had stepped out to reveal a middle-aged man - a normie - whose black hair had begun to gray and his skin start to wrinkle with time. He wore a white lab coat with gold trimming, black pants, and a pair of brown boots and around his neck hung a pair of green goggles. He walked with a curious looking cane and where his hand should have been was a gauntlet with a clock embedded into the back of the knuckle.

"Hello, Nefera de Nile." he greeted them all warmly before he noticed something odd. "Nefera de NILES. Plural."

The man walked forward with his cane and his hand outstretched, graciously taking Frankie's hand and giving it a friendly shake. "We haven't met. Well, I have, but you haven't. Or rather you have? Or will?" he chuckled when the young simulacrum's hand popped free at the wrist and skittered up his arm on its fingers, scuttling across his shoulder and up the back of his neck to rest on his head. "Oh, my! I haven't had that happen to me in several hundred years!"

"Sorry!" Frankie apologized as she coaxed her hand to come back to her and quickly reattached it to the stump where it had once been with an embarrassed flare of red upon her cheeks.

"Modest and with a sense of humility. I'm beginning to see why young master Ben took an interest in you." the strange man chuckled warmly.

Nefera coughed rudely. "I'm sorry but . . . WHO are you?" she thrust an accusing finger at him.

The odd man bowed slightly. "My apologies, where are my manners? Professor Paradox, at your service." he looked up at them and couldn't help but startle a little bit when he noticed something rather bizarre about all of the ghouls, save for the version of Nefera that had a somewhat smug, knowing smile on her lips. "Amazing, a Monster High universe that has never encountered a Ben Tennyson. It boggles the mind!"

Draculaura piped up. "Um . . . excuse me, Mr. Paradox?"

The professor's face lit up at the sound of the vampire's voice. "Ah, Draculaura! It's been a long time, hasn't it? I must say, I simply must thank you for designing this outfit for me. Or at least, another version of you did. Dimensional travel can be so confusing at times!" he laughed heartily. "But in all seriousness, what can I help you with, my dear?"

Slightly caught off guard by the professor's seemingly mindless ramblings, Draculaura continued. "I-I was hoping you could explain what's happening to us? If it's not too much trouble?"

Professor Paradox waved it off. "Not at all! But before I can answer any questions, you lot are going to have to brush up on your quantum mechanics, cosmology, physics, and string theory." he told them as the clock embedded into the back of his metal gauntlet glowed a bright blue and cast the shimmering, holographic image of what looked to be a massive, blue sphere that was steadily growing larger and larger until it had encompassed them all, surrounding them by dozens upon dozens of smaller, orbiting spheres that circled around one another - the multiverse. "There are many dimensions, many universes, many earths, and thus many versions of you ghouls across those dimensions. Dimensions which are not always in sync in time."

"Is that all?" Clawdeen rolled her eyes. "I TOTALLY get what's going on now."

The werewolf jumped slightly as the holographic of a pair of large trees suddenly burst forth from the ground, growing older and bigger until they towered over them all and sheltered them in a canopy of glowing, crystal blue leaves. "Think of time and space as this tree," Paradox continued, pointing down towards one of the roots of the trees. "Down here is when you were all younger, roughly ten-years old - or in Ms. Stein's case, nothing but a distant dream in her parent's eyes. Right here is now," he continued, pointing towards the middle of the trunk before directing their attention towards where the branches began to split off into the canopy. "Up here is when you will all be adults; the trunk is the main timeline."

"Oh, I'm getting a headache." Cleo whined.

"It's not that complicated." Frankie shrugged.

Nefera glared at her. "Do NOT tell me you understand any of this."

"Do you and Cleo have sister issues?"

The older De Nile sibling fumed at that and folded her arms over her bust in a huff, shooting daggers in Frankie's direction as Paradox continued to lecture them, this time directing their attention towards the many branches that bifurcated off of the tree's trunk. "These branches represent alternate timelines where reality literally branches off and becomes a different timeline, each with it's own version of all you ghouls."

"Make sense now?" Nefera-Prime asked.

"Not even a little bit." Cleo sighed with frustration before slapping her shoulder. "And get your hand off of me! It feels . . . creepy."

"Sorry."

"Stop doing that!"

Frankie quickly raised her hand before another De Nile fight could break out. "Excuse me, Mr. Paradox? I was wondering, if that tree represents us," she pointed towards the tree that the professor had been using in his explanation. "What is the other tree for?"

Professor Paradox smiled. "Ah, such a bright young mind. A shame it shall be Ghoulia who will become Azmuth's assistant." he mused to himself, much to the ghouls confusion as it waved it off and continued forth in his lecture. "You see, this tree represents a parallel universe that is completely different than any of your universes, alternate or otherwise; none of you even exist! This universe, the one that I hail from, is known as the Ben 10 universe, timelines and all. About 4 1/2 months ago, the two universes were set on a collision course with one another, an event so catastrophic it would have wiped out both timelines and all realities related to them, causing a massive devastation of life. Luckily, the two universes were successfully merged together by a remarkable lad by the name of Ben Tennyson," he explained as the two trees suddenly became flexible and coiled around one another until they had merged into a gigantic oak. "The Nefera de Nile that saved you all is from this new trunk or the 'Prime timeline'."

"It's also where my boyfriend is . . . or was." she blushed before she shook her head free of such thoughts. "Is it starting to make sense now?"

"Not even close." Cleo pressed her thumbs to her temples, massaging her aching scalp while she tried to wrap her head around the situation at hand.

Paradox seemed oblivious to the ghoul's confusion - save for Frankie and Nefera-Prime - and continued on without concern. "The problem is, someone or something, is working its way through certain branches, kidnapping all the different versions of you ghouls through time and space" he explained as breaches from the tree were lopped off and fell, disintegrating into pixels before they hit the ground.

"Wait, these ghouls weren't trying to kidnap us, they were trying to kill us!" Nefera growled angrily.

The professor rubbed his chin in thought as the holographic image of the tree and the multiverse at large faded away from sight, leaving them all in the shipyard once more. "There is something unusual about you all, or more specifically, something usual about your wrists." he theorized.

Realization suddenly hit Clawdeen. "The other ghouls . . . they had those freaky watches!"

"The OMNITRIX," Paradox nodded. "Ever since the necessary meeting between you ghouls and Ben Tennyson, and the consequential merging of your two timelines and all that are related, every ghoul throughout space and time had their fates intertwined with that of the Omnitrix and Ben. You all, however, do not, hence, why you are being targeted." he hypothesized while the ghouls glanced down at their own wrists with disappointment in their eyes.

No-Watch Nefera shook her head irritably. "But, why us? I mean, if there are SO many versions of us and . . . CLEO," she muttered with annoyance, earning a glare from her younger sister. "Why US out of all those other versions?"

"I haven't the foggiest.!" Professor Paradox confessed. "But I'm off to find out!"

Nefera-Prime grumbled sourly. "If someone is traveling in time to kidnap Omnitrix monsters, it has to be that Eon guy Ben was telling me about."

"His tracks at covered too well. If Eon IS involved, someone else is the mastermind." Paradox shook his head sadly as a second, blue portal yawned open behind him, blinding the ghouls as the professor turned on his heel to make his journey. "Keep, these ghouls safe." he instructed.

"I'll protect them like they're my own . . . um, own, I guess." Nefera promised halfheartedly. "Sphinx, Ben's better at this kind of thing than me . . ."

"Levity and humor. Excellent." Paradox hummed thoughtfully. "Get it out of you system now. If I'm right, there won't be an opportunity for it later." he said grimly before he passed through the blue portal and disappeared from sight, leaving the ghouls alone in the shipyard once the blue portal had closed.

"We're toast," Draculaura whimpered, tensing up when she felt a reassuring pat on her head and found that it was none other than Nefera-Prime. "Um . . . thanks?"

"Sorry. I'm just . . . trying to be nice, I guess." she admitted awkwardly.

Cleo gave her an accusing glare. "And just WHY is that? Why are you NICE when MY Nefera is so NASTY?" she wondered skeptically, ignoring the holes that were being bored into the back of her head by her sister.

Nefera-Prime sighed and leaned against the side of a large container. "Look, I'm not going to pretend I was a good ghoul from the start. In fact, I was very much like her; whiny, bratty, vengeful," she looked long and hard at her dimensional counterpart. "For the longest time, I was just this complete monster that spent every waking moment making her sister miserable . . . until I met Ben. He saw through all the walls and barriers I had set up to protect my rue self from the world and he helped me break those down. He treated me with kindness after every horrible thing I did to him and somewhere along the line . . . I fell in love with him. Since then, I've never left Ben's side. I don't want to be the ghoul I once was."

"Ugh. Someone gag me." No-Watch Nefera rolled her eyes.

Cleo ignored her older sister's comment. "Ok, so you're good because of some guy. But what's the big deal with this 'Ben' guy and these Omnitrix watches that can turn you into super powered creatures?"

"ALIENS." Nefera-Prime corrected her. "Ben Tennyson - my boyfriend - was the original wielder of the Omnitrix. I can't reveal too much, but he gave me . . . as well as some others . . . copies of the Omnitrix that he had built in order to keep us safe whenever he couldn't. It's just about the greatest thing that's happened to me." she felt a fond smile cross over her lips as she looked back on the wonderful memories she had made with the one she loved. At some point, a slight cough snapped her back to reality with rosy cheeks that only became hotter when she noticed the smirks upon the ghoul's faces, save for No-Watch Nefera who looked more disgusted than touched.

Cleo sighed dramatically. "If only I were so lucky to have a Nefera that actually CARED about me instead of endlessly antagonizing me every day for eternity."

"I wouldn't bet on it." No-Watch Nefera grumbled under her breath.

CLINK! CLINK! CLINK!

Nefera-Prime's eyes widened at the sight of a small, metal canister that was rapidly beeping: a bomb. "Quick! Get down!" she yelled, grabbing her dimensional counterpart's wrists and throwing themselves at the rest of the ghouls. The group of monsters fell to the ground with a series of shouts of protest and confusion before a small explosion blasted the very air apart just a mere couple of feet away from them.

No-Watch Nefera coughed violently, her chest still aching from electrical spasms that made every part of her hurt. She faintly heard her dimensional counterpart be thrown aside by someone or something and glanced up through watering eyes to see a rather frightening figure making his way through the slowly clearly smoke and debris. He was tall, perhaps a few inches taller than her, and his skin - what was visible of it - was abnormally pale and glowed in the moonlight. He wore a black helmet with a purple visor that obscured much of his head but left most of his highly aged and repulsive features; his face was long and thin, with a wide mouth, a flattened nose, deep bags under his eyes, and thin, black lips. The unsettling stranger's attire consisted of silver gauntlets, shoulder pads, and boots with a black trench coat and a bodysuit, both of which had some purple lines and a silver collar that covered his entire neck. Fastened to his left arm was a gauntlet-like device with purple circuitry etched into the black interface.

"You aren't the one I'm looking for!" he spat in Nefera Prime's direction before he turned to regard the ghouls with an unsettling smile. "But YOU are! The ones without an Omnitrix. Difficult to find, easy to finish off." he grinned maliciously. No-Watch Nefera's eyes widened with fear as a pulsing, purple energy blade slid out from the gauntlet on his wrist. With her body crying out in protest, she rolled back out of the way as the stranger made a move to try and stab her; the mummy turned to try and flee, coming to a quick stop when a hot blast of energy blasted the ground at her feet and blocked her off, cornering her.

Nefera Prime growled as she climbed to her feet, rubbing her aching skull. "You're not getting them, Eon!" she snarled while she drew out her katanas and took a fighting stance. "Quick! Find somewhere safe!"

The ghouls didn't need to be told twice and hurriedly scrambled to their feet as Nefera Prime gave a battle cry and charged straight at Eon without a moment's hesitation. Their swords clashed and the mummy grunted under the strain her muscles were put through, struggling slightly against the intense pressure put behind the swing. The air suddenly left her when she was kicked in the gut and sent stumbling, just barely managing to block Eon's advances with a clumsy deflection of her blades.

"A little out of touch, are we?" the timeline traveler leered maliciously at her. "Funny. The Nefera I knew put up much more of a fight before . . . well, there's a reason why I'm always alone during these fights of ours. They never were as good as me."

Nefera-Prime felt her temper flare as she suddenly pushed up on Eon's blade and delivered a roundhouse kick to his chest, giving her just the opening she needed to backflip and push off a shipping container to take a flying leap at him. The dimensional traveler just barely managed to block the attack while he was on the ground and hurriedly parried and deflected every blow as he got to his feet again.

At least, that was what No-Watch Nefera liked to imagine what was happening. She was too busy fleeing with her sister and her friends away from the direction of the fight. The last she heard of her dimensional counterpart before they rounded a towering stack of salt-coated shipping containers was "You are NOTHING without us! We were a team! We were lovers! We watched each other's' backs and loved one another like no other! How could you do that to them, you monster!?"

By now, the Egyptian princess' heart was in her throat and she was sweating profusely once more for what seemed to be the hundredth time since her night had become anything but normal. "T-Total . . . total nightmare fuel . . ." she panted to herself.

Cleo slumped against the shipping container with her older sister. "I'll say . . . how could things POSSIBLY get worse?"

TSEEW! KA-BLAM!

No sooner had those words been uttered than were the ghouls knocked off their feet and thrown against the ground again, earning more scrapes and bruises to add to the collection of injuries they had accumulated over the night thus far. No-Watch Nefera groaned as she propped herself on her elbow, wondering just what other kind of inter-dimensional monstrosity was going to try and kill them that night . . . and promptly felt the blood drain from her face.

He . . . she . . . it was like something out of nightmare, the deepest, darkest fears that man and monster alike shoved into the farthest corners of their minds in an effort to forget the terror and fear. It was utterly massive, completely dwarfing them by a good dozen feet or so, maybe even more and it was covered in gnarled, slimy green skin like that of a dried-out frog. Its arms were rippling and powerful, each one tipped with razor sharp claws and covered in protective, crimson armor from which bolts thrust out of. The legs were strong like columns and coated in a black bodysuit and blood red shin and ankleguards. The head was relatively small, with a wide mouth with yellowed, crooked teeth from which a beard of tentacles slithered down across the creature's imposing chest; more draped back along the creature's shoulders like dreadlocks. A breathing apparatus of alien origin or a bizarre, pus-filled organ encircled the creature's head from either side of the black lips and an odd crown of sorts sat upon its head. What made Nefera tremble and quiver like a newborn child however, were the eyes: a bottomless maroon in color, they were but empty, twin portals to a bottomless pit of hate.

Cold-blooded.

Inhuman.

HEARTLESS.

SOULLESS.

MERCILESS.

"Fear me, you wretched MONSTERS." the gigantic creature snarled, and its voice like two slabs of cold concrete grinding against one another. It sent goosebumps creeping up No-Watch Nefera's arms and a cold shiver go down her spine when she caught sight of the enormous, pulsating energy sword the alien titan wielded in his grasp.

"A-Are . . . are you some k-kind of alternate v-version of Lagoona or G-Gil?" Frankie's voice trembled in alarm and awe on her hands and knees, too fearful to even think of standing.

When the creature threw back his head in laughter, it was the most disturbing thing any of them had ever heard and it would forever haunt them for the rest of their days. It was deep and sepulchral, the timbre of death and destruction itself, a cackle that had been left in the wake of countless victories, untold devastation, endless chaos that he had sown forth from his twisted hands. It made their blood boil with fury yet it beat back their rage with ease and forced them into a trembling, shivering state of abhorrence and fear like nothing they had ever felt before.

"I'm sorry. You have no idea how ridiculous that sounds." Vilgax, the Conqueror of 10 Worlds chuckled at the mere thought before his jaw set into an unsightly grimace. "For over a decade, the miserable whelp known as Ben Tennyson and his monster wenches has prevented me from arming a legion of Omnitrix-clad minions to conquer the universe."

Despite the intense fear that made every last strand of fur on her body stand on end, Clawdeen couldn't help feeling a smug smirk cross her lips. "You've been going after them for a decade? Sounds like those "whelps" are too much for you to handle."

The Chimera Sui Generis growled with displeasure and it sound like a cold chain being dragged across a gravestone. "As sharp-tongued as the other miserable mutts, I see." he snarled as he raised the enormous sword he carried above his head, preparing to strike down the one that had the gall to mock him.

"Claws off, Squidbeard! They're with me!" Nefera Prime demanded as she dove in front of the ghouls with her katanas drawn, ready to turn the intergalactic warlord into a seafood platter if necessary. Judging from the multiple scraps and scars, the unsightly appearance of her unkempt hair, and her heavy breathing, her fight with Eon had been long and exhausting.

The time traveler himself showed up by Vilgax's side not a moment later, looking completely unscathed from his battle with the Egyptian princess. "Don't lug me in with Tennyson." he spat with disgust.

"Wait, you're another version of this Ben guy?" Cleo asked with disbelief. Was there any way for this night to get any crazier?

"Eon has been helping me . . . COLLECT Omnitrix-wearing monsters from all over the multiverse, whisking them out of their time lines to . . . MENTOR THEM . . . MOLD THEM, if you will." Vilgax explained, his tone graveled and sending chills up the ghouls' spines with every word that dripped from his lips like acid. "Why focus on the Omnitrix, when I can possess the watch AND the wearer, not just one. I can control every Omnitrix by controlling every monster wench who wields it!"

No-Watch Nefera swallowed anxiously as Evil Frankie sauntered out from behind the Chimera Sui Generis' towering frame, a hand on her hip and cruel smile on her face when she winked at the princess with a taunting manner. She heard the sound of something land on a shipping container behind them as she hesitantly turned with the other ghouls to see Bad Draculaura and Feral Clawdeen sneering down upon them, a hungry look in the later of the two's eyes with drool dripping from her powerful jaws.

The Egyptian princess caught a slight movement out of the corner of her eye and she slowly turned to see what could only have been an alternate version of her sister sitting almost casually in the seat of a forgotten forklift. Where her BELOVED sister was in the possession of fluid dark brown hair, this one's greasy locks were the color of the blackest night with faded, lavender highlights were bright gold had previously been and her once blue eyes were now a dreary grey; the black winged eyeliner was still ever present. A large, black hoodie that hung over her feminine figure like a wet paper bag enveloped her torso, shielding her face with her hands shoved deep into the pockets. Burial wrappings snaked their way up and down her arms and legs and even formed a waist wrap that formed an impromptu pair of trousers from which a pair of muddy, black sneakers peeked from the sneakers; Nefera couldn't be sure, but she could have sworn that she saw an Omnitrix strapped to her wrist.

It was then that she took notice of another ghoul that was patiently leaning against one of the containers on either side of them, expertly twirling what looked like hunting knives between her fingers with great skill; she only faintly remembered her sister taking about the dimensional counterpart to this ghoul, a Jane Boolittle she bothered to remember correctly. Her once soft, lavender eyes with now a fiery red in color and the wild, twilight-shaded curls she had kept her hair in were tied back into a long, ebony braid that reached all the way down to her waist; a deep, nasty looking scar stretched itself across her right temple. A necklace adorned with the various teeth and fangs of previous kills hung from around her neck and white stripes of tribal paint arched themselves up and down her arms and legs. She wore a vest over a black top that looked as if it had been made out of a lion's face, the mane making her look all the more intimidating if the eyes didn't do that first. She wore a pair of khaki shorts that reached down to her knees from which multiple knives and other hunting equipment hung from the leather belt that encircled her waist. She wore a pair of heavy, fur-lined brown boots and had a device strapped to her wrist that looked similar to an Omnitrix, if the trademark hourglass insignia hadn't been replaced with what looked like a gaping maw attached to a crimson armband.

As if to further tilt the odds away from their favor, Nefera caught sight of what had to be an evil counterpart of Abbey Bominable if she ever saw one. Her previously purple eyes that shimmered like glittering ice were now a deep gold that broiled like molten metal and her icy blue skin had faded to a dull gray in color. Her long, flowing white hair was streaked with faint traces of poisonous pinks and lavenders and her nails were now black and sharp like railroad spikes. She wore a pair of faded gray leggings and a black headband, wristbands, an off-the-shoulder tube crystalline dress, and knee-high boots all made from yak fur of the deepest shade of ebony imaginable; an Omnitrix the color of frost was fastened to her wrist.

Draculaura trembled anxiously. "B-But, why are you after us? None of us have an Omniwhatzit, see?" she held up her wrist in the hope that all of their new-found enemies would kindly leave them alone once it was found they were not in the possession of the alien device.

Eon remained unmoved. "Your timeline is the only one in existence that doesn't have a Ben Tennyson and thus, no Omnitrix." he thrust an accusing finger at them. "Which makes you all unpredictable wild cards."

And Vilgax glared at them with what had to be insurmountable fury and spoke with unfathomable hatred lining his voice like grating chains being slowly and meticulously raked across hard, cold stone by some cruel tormentor, Nefera swore that she had never been more scared in her entire life, Especially when this demon narrowed his eyes into near silts. "And in MY future, there is no room for ANY LIVING WILD CARDS. . ."

Frankie gulped as those bone-chilling words sank in, her eyes flickering towards each of the diabolical spawn that bore the face of someone she knew and held dear to her. "So many evil versions of us." she whispered, fearful that if she spoke any louder that more corrupt counterparts would show their faces.

"Evil is relative." Evil Frankie grinned like the Cheshire Cat.

"Not to mention an offense to Abbey's person." the dark yeti growled, pushing her way past Eon and shoving him aside as if he were nothing more than an insect to her.

Huntress Jane pushed herself off the shipping container and pocketed her hunting knives, taking great care to pop her knuckles and stretch her muscles, as if preparing for a good hunt. "I don' care what my new trophies call me. Sooner or later, their heads will be upon my wall."

Nega Cleo hardly even seemed interested in the matter at hand, or at least was disinterested in everything else to pay attention. "Pfft. LAME." she scoffed, blowing a strand of greasy, black hair out of her face when she took her place by Vilgax's side with the rest of her fellow devious doppelgangers.

Eon glowered at the cowering ghouls before him, as if he were identifying the most painful way to end them. "It was a long process, gathering different Omnitrix-wearing monsters from all over the multiverse. But we've had PLENTY of TIME." he sneered wickedly at the lot of them.

The low growling tone of Vilgax's voice continued to send shivers up the ghouls' spines and made them wonder what kind of cruel date destiny had in store for them. "You all however, do not." his face curled into one of the most unsettling smiles any of them had seen as he thrust a claw at them; a command.

Feral Clawdeen let out a long, low howl as Jane called upon several of her daggers to appear in her hands. Dark Abbey flexed her fingers, eager to feel a ghoul's bones snap between them while Bad Draculaura bared fangs in hungry bloodlust. Evil Frankie's bolts crackled with lightning and Nega Cleo . . . looked like she could care less, but was nonetheless an intimidating presence all on her own. With a silent signal, they surged forward with unsurpassed malignity, anxious to feel bones break, hear organs burst, taste blood upon their tongues, and to watch as their inferior counterparts fell before them like the scum they were . . . Vilgax the Benevolent had taught them well, that they were the superior masters of the device gifted to each and every one of them and those that chose to refused to use the watch's power for their own gain or didn't possess in the first place deserved to perish . . . such was the way of Vilgax the Benevolent, his word unquestionable and his very presence to be revered . . .

Nefera Prime felt her heart racing as she tightened her grip on her katanas, sweating dripping from her brow and into the cuts and bruises that littered her body. The chances of her surviving on her own were slim to none, and the survival of those that had been entrusted into her care were even more so. She needed an advantage, she needed an edge, she needed . . . she needed Ben.

But Ben was gone. Vanished. Missing.

NOW she needed a miracle.

As if the cosmos itself had heard her prayers, a column of intense, blue lightning erupted forth from the sky directly between her and the approaching army of corrupt clones, cutting them off and momentarily stopping in their tracks as they waited to see what was in store for them. Nefera Prime watched with a smile of relief as none other than Professor Paradox came strolling out of the swirling portal, followed by a figure that came swooping out of the bright light like a guardian angel. She had soft, pale, ivory skin and a mane of deep indigo locks with pink streaks and lavender highlights that free floated around her like a nest of tentacles. Her eyes were an otherworldly blue, her lips a deep mauve and she wore a violet jumpsuit with a white patch that covered her torso and well-developed chest; clamped around her wrist was yet another Omnitrix.

"Humungousaur, on the scene!" Spectra Vondergeist quipped with a dazzling smile as she brought a hand down on the Omnitrix and swallowed herself in a blast of lavender light. A cacophony of unsettling crunches and snaps filled the air as calcium particles formed inside her body and formed bones that shaped themselves into a thick, sturdy skeleton. The ghost's bones continued to grow and morph, growing bigger and thicker, increasing her frame by nearly three times; a reptilian tail spat out from the length of her spine. Powerful muscles and tissues coated themselves over her skeleton, followed quickly by thick, armored plating the color of mahogany that spread until she was entirely of flesh and blood. Thick nails covered the tips of her tremendous fingers while her toes shrank back into her feet, becoming more elephant-like in structure. The specter's neck stretched, her skull crunching loudly as it was reconfigured into a slight underbite, and every last strand of violet locks was slurped back into her scalp like strands of spaghetti. Purple cuffs and a black tank top and shorts with lavender trimming that left her midriff exposed materialized on her body and the Omnitrix appeared around her waist in the form of a belt, completing the transformation.

Paradox couldn't help but smile as the Vaxasaurian bellowed and slammed her fists into the ground as she crashes down, blasting back everyone and everything that was too close for comfort. "As an old friend use to say, 'It's Hero Time!'" the Time Walker quoted proudly as a triumvirate of figures came leaping out of the pulsing rift behind him.

The first was feline in appearance and from the absolutely stunned look Cleo and Clawdeen were giving her, she was a sight to behold. She was covered in light, orange tannish fur with a long, feline tail and dark, scarlet hair streaked with black stripes that was cut into an asymmetrical bob. She had bright, jade eyes and wore a bright, crimson top streaked with black and white stripes beneath a black, leather jacket with a collar trimmed in spikes. She wore a choker with looked to be the Omnitrix insignia engraved on a tag of some kind, a pair of maroon leggings that were torn at their cuffs, and a short, black miniskirt riddled with spikes so that it looked like the cape of a vampire squid; a gold belt studded with rhinestones tied the whole outfit together with an orange copy of the Omnitrix fastened to her wrist.

Toralei Stripe wasted no time in bringing her hand down on her Omnitrix, encompassing herself in a wave of topaz energy. Her skin began to harden into a smooth covering, the little strands of fur solidifying and rearranging themselves into little, spiked diamonds that rose up from her arms and fused together into a solid layer of crystal. With a series of loud crackling noises, they traveled up the redhead's arm, traversing across her skin while her bones amalgamated with her shifting form. Toralei's frame bent and warped loudly with a loud cracking noise when her height and size increased by several feet, her shoulders broadening and adding to her already impressive frame; her tail was slurped back up into her dissolving spine and her fangs melted together to form a pair of hard plates. A black jumpsuit that highlighted her crystalline bosom and hips materialized upon her body, followed shortly by spike-studded shoulder pads, wrist, shin, ankle, and hip guards; the Omnitrix appeared in the form of an orange belt around her waist, completing the transfiguration.

The second figure was of reptilian origin and was covered from head to talon in interlocking, golden scales. She had long, flowing jade green locks tied back into a ponytail that reached down to her waist and a pair of fiery, golden embers for eyes that burned with honor and righteousness. Her ears were pointed and edged, her fingers and toes each tipped with curved claws, and from the base of her spine rolled out a long, whip-like tail with a plume of wispy, green fur at the tip; soft trails of smoke curled from her lips and she had a faint smell of brimstone about her. She wore a crimson FURISODE whose sleeves easily reached the ground and whose waist was tied back with a yellow OBI. Her toes curled over the lips of a pair of wooden sandals and what looked like and was confirmed to be a copy of the Omnitrix was securely fastened around her wrist.

Jinafire Long uttered not a word as she closed her eyes and made a slow, calming, circular motion with her hands and arms - as if she were preparing her mind and soul for battle - before she gingerly tapped the Omnitrix and pressed down on the waiting core with a single finger; a wave of brilliant, jade light swallowed her and the changes began. Her golden scales faded into a dark green with patches that remained a brighter color when it became soft and stretchable, almost like that of rubber. The feeling of the dragon's bones vanished altogether to instead be replaced by a strange, malleable structure that acted similar to a skeleton; her legs began to twitch violently until they each split in two with a loud squelching noise, becoming long tendrils that would allow her to skitter and stalk across the ground like a spider. Two fleshy mounds appeared on either side of Jinafire's head, pulsing and swelling with sticky juice until they became Venus Flytrap-like flaps with pointed teeth at their ends. Her arms stretched like rubber and fleshy thorns popped out one by one from her elbows and knees. Her head retained a similar shape while eyes molded together into a single, green orb and a single bud formed on the back of her head that spat out vines of varying lengths to form a floral braid of sorts. Jinafire's chest swelled slightly and a layer of leaves rippled over her slender figure to form a more battle-oriented kimono; rough bandages wrapped themselves around her hands and legs and the Omnitrix appeared around her waist in the form of a jade belt.

The third and final figure came cautiously creeping out of the portal, her purple-pink eyes flickering about every which way while they glowed a luminous green in the dark. She was perhaps the shortest out of everyone present, only coming up to Paradox's chest and that was being generous. She had soft, purple-blue skin laced with silver-colored patterns that invoked dust and shadowy swirls up her ankles and arms. Her hair was a pastel green with blue and lavender highlights that reached her hips and she wore a loose, 3/4 dark blue shirt with a black spider print and a bow in the middle; a short, blue miniskirt tied her whole outfit together and what looked to be a soft, pastel-colored version of the Omnitrix hugged her wrist.

Upon catching sight of the less than welcoming dimensional counterparts that greeted her, Twyla fought back against the nervous lump in her throat and reached for the Omnitrix with a shaky wrist, selecting a random transformation and enveloping herself in a flash of bright, gray light upon bringing her hand down on the activation button. Her soft, lilac skin began to harden into a cool, organic substance comparable to that of plastic while her joints became more rigid and stiff the more the blue coloring in her fingers traveled up her swelling arms. The boogeyman's limbs bloated and bulked up to a considerable size, becoming cubular in shape as her shoulders rounded and smoothed out to tapper swimmingly into her short neck and arms; loud cracking noise filled the air as Twyla's jaw jutted outwards slightly. The colors blue, lavender, and gray flashed across her skin in a mosaic of streaks and her hands trembled and twitched before exploding to nearly ten times their original size. The Omnitrix materialized on what might have been her breastbone, completing the transformation.

Not to be outdone, the corrupt clones of the ghouls were more than ready to join the fight as they activated their own respective Omnitrices and were consequently swallowed in varying flashes of metamorphic light that twisted and changed their bodies into new and astounding forms.

Hard metal plating raced up Dark Abbey's back and front, melting together into a single shield as her shoulders crunched and broadened out. Flexible, black tubing took the place of her elbows, creeping across her frost blue skin while her forearms bloated and swelled to monstrous proportions. A soft crinkling noise filled the air as hard, metal plating crept across the yeti's frost blue skin, turning a deep azure in color. Her bones and muscles fused together before sending out thousands upon thousands of sensitive nerve endings that connected themselves to the armor that now encased Dark Abbey in a tight, icy blue shell. Her hands trembled and splintered loudly as they suddenly morphed into sharp, gray claws and a large piston jutted out from the back of her elbows. Metal plating enveloped the yeti's head like a helmet, only allowing a pair of small, pointed ears to slip free from the protective shell. Her feet - now metallic claws - ripped through her shoes and the Omnitrix appeared on her breastbone between a pair of bulges that have been her cleavage, completing the transfiguration.

Feral Clawdeen could feel herself shift and move dramatically as her body was cut and sliced into thin ribbons with a series of disturbing noises, as if she were messily being stabbed by a pair of gigantic, invisible scissors. Her circulatory system and organs melted together into thin strips of their own, stretching out to an incredible length before all of the thin strips that had become the werewolf began to bundle themselves tightly together. They wrapped around each other and formed themselves into a crude, feminine figure with exaggerated fingers and toes made of singular strips of the bandage-like material that she was now made of. Feral Clawdeen could feel her face harden once more and quickly flatten itself out while it rounded and turned a shade of copper and black in color, leaving two small spaces for her slit-like, gray eyes to peer out of; the face plate sat itself on top of the bandaged shoulders. A grey and black headdress appeared on her head and a wide collar materialized on her neck and chest. Black and silver braces appeared on her arms and ankles when a gray belt with the Omnitrix on it appeared around her thin waist, finishing the transformation.

Nega Cleo felt her skin harden into a texture that was crusty, yet smooth when it turned a blueish-purple in color, a few dark spots and blotches appearing on her rounding shoulders. Muscles and tissues squelched and slapped against each other as the mummy's figure swelled in size. Her bones crunched and ground heavily against each other as they became thick and designed to support a considerable amount of weight, made evident by her bulky, yet feminine form. Her Forearms and spine connected to a special circulatory system that was forming inside of her body, safely away from the veins and arteries that allowed her blue blood to flow through her body and eight-chambered heart. More nozzles embedded themselves into her body as a black containment suit that traveled up her legs and back and moved to firmly cup her rounded bust materialized on her body. A deep gray open cape-coat combination materialized on her body, hooking up perfectly to a set of hoses that thrust themselves into her shoulders and a breathing apparatus configured from the Omnitrix that took the place of her mouth. A pair of large, white gloves fitted themselves around her grubby fingers followed by heavy, gray gauntlets and a glass pane that appeared in her gut, allowing a dull view of a variety of unusual and mysterious chemicals that swirled and floated around inside of her intestines; the transformation was complete.

A coat of maroon fur sprouted from all across Huntress Jane's body, starting from her face – consequently sprouting a set of whiskers – and smoothly racing down her back and front. A loud cracking and crunching noise filled the air as her skeleton rearranged itself, her spine lengthening out until she had a long, feline tail tipped with bony spikes and she was forced down upon her hands and knees. Thousands of powerful muscles packed themselves tightly into her haunches and chest, mounding particularly well on the jungle ghoul's shoulders and back, forming a large hump of tendon and tissue beneath a thick mane of black fur. Wicked claws tore through her fingers, reducing them to strong, firm paws while her boots ripped and the back of her jacket tore open to accommodate her swelling figure. Her skull ground when her teeth tore through her gums, hardly even fitting into her mouth until the rest of her head caught up with her; and even then, a pair of large, saber-like teeth still curved out of her upper jaw. Her ears rotated to the top of her head and the Nemetrix appeared around her thick neck in the form of a red collar, completing the transformation.

A coating of black fur raced over Bad Draculaura's body, covering her from head to toe while her spine arched and forced her down onto her hands. The vampire's fingers molded together like hot candle wax into three, firm digits designed for grasping and swinging and his toes lengthened and became three digits suited specifically for gripping and holding. Her skin flashed a pulsing red as her shoulders swelled slightly and became muscled and furry while her bosom expanded and muscles and tissue piled themselves up onto her body. Bad Draculaura's skeleton crunched and snapped loudly as she was compressed down to the size of a large dog, her spine cracking nosily before a long, prehensile tail snaked out from the base of her spine, whipping back and forth with anxiety as several special organs formed at the base of the appendage. Her lower jaw was thrust outwards as the warm fur covered the vampire's face and her eyes split into two more pairs of verdant orbs while the shaggy hair on her head flipped to form a pixie cut of sorts. The most dramatic transformation however, was when a pair of identical arms to her original pair suddenly burst forth from her sides from underneath him; two, lime green sashes formed across Bad Draculaura's chest with the Ultimatrix at their center.

But the transformation didn't stop there. Her entire body began to swell and bloat in an almost uncontrollable manner as thousands of extra muscles weaved and threaded themselves beneath her skin. She clenched fists as her arms abruptly exploded, nearly tripling their size and then tripling that in a matter of nanoseconds until she had three pairs of powerful, strong covered in coarse, shaggy hair the color of ebony. Her prehensile tail was slurped back up into her spine and her legs, now smaller and significantly less useful hung nearly limp from her body, waiting for when they might be of use. Her lower jaw thrust out in a primitive fashion and a disturbing crunching noise filled the air as it was split right now the middle, forming a pair of mandibles that effortlessly folded open and close. Her once lithe form gave way to a massive gut and the two green sashes that crisscrossed her chest folded into one with the Ultimatrix stuck right in the middle, bringing the transformation to a close.

Evil Frankie's mint-green skin bubbled and began to pulse furiously as it formed into small bumps that quickly started to fuse with one another like water droplets on a window in a rain storm, growing into large blobs of flesh that swelled and hung off her figure like a wet, paper bag. The simulacrum struggled to hold herself up under her steadily increasing weight, allowing herself to fall into a hunchbacked posture while her skin thickened and morphed into hard, crusty rocks the color of dusty clay. Her arms bloated with tendon and tissue, nearly quadrupling in size while her legs bulked in an effort to catch up with the rest of her body. Loud crunches and grinding noises rippling across her form when her rocky armor rubbed against itself while her feet ripped clear through her pumps and melted her toes into three, crusty plates that functioned to support her increasing weight. Evil Frankie's skin flashed a dark black in color, acting like an inky, abyssal sea for her rocky plates to float around on like continents that were shoved aside and molded around her skull when her head was forced down into her chest; her skeleton finally fused with her skin after that, taking the pressure of her immense bulk off of her while her eyes widened apart and a large, horizontal crack etched itself across her face to form her mouth rimmed with markings that bore resemblance to feminine lips. A pair of enormous boulders erupted forth from beneath her chin, functioning as a pair of makeshift bust that were immediately wrapped up in a tight, orange and white top that conjoined down to a pair of shorts of the same color by way of two strips of fabric. The final modifications were the appearance of the Omnitrix upon her forehead and the sudden addition of a rounded, molten core placed just beneath her cleavage where her organs might have been.

Gravattack growled as she held out her enormous hands, from which a pair of pulsing, shimmering disks the color of hot amber faded from as she began to manipulate the gravity around them. Humungousaur and Bloxx cried out in surprise as they were effortlessly lifted off the ground, making feeble attempts to pull themselves back to the earth before they were flung aside like forgotten toys and into a pile of shipping containers that crumbled like a house of cards beneath their weight.

Wildvine however, was not so easily deterred. With a calculative look in her jade-colored eye she thrust her front set legs deep into the ground to root herself in place and snapped out her elastic arm, hooking and wrapping it several times around the Galilean's leg. With a grunt and all her strength, she pulled the mighty titan to the ground, only to retreat as Gutrot stepped forward and unleashed a protective cloud of gas from the nozzles that dotted her body.

The ghouls flinched and took a few cautious steps back as the deadly gas came rushing towards them; they weren't exactly sure what it did, the like chances of it being anything friendly were low enough to be considered in the pits of Hell. At the last second however, Bloxx bounded in front of them and quickly shifted and stretched her body between shipping containers to form a protective wall from the deadly vapor.

Nefera Prime sheathed her swords with a grimace. "Go, run, hide!" she ordered the ghouls.

"We don't want to run. We want to help!" Frankie protested.

"Speak for yourself!" No-Watch Nefera glared at the simulacrum.

A loud hissing caught their attention and they looked up to see several, gaping hole start to open up through Bloxx's body. "I don't mean to rush you or anything, but . . . this kinda hurts!" the female Segmentasapien groaned.

"We got this." Nefera Prime reiterated with a tone that said she would not tolerate disobedience. "You can all help by not being easy targets. Now, keep clear and keep your heads down!"

The ghouls - sans No-Watch Nefera - reluctantly agreed and tuned to run as Nefera Prime tapped the Omnitrix with a slight scowl and brought her hand down on the core, swallowing herself in a wave of intense light. The mummy felt the bones in her feet crack and crunch loudly as her fingers were forced together to form a pair of large, sharp talons and hallux that quickly solidified with the rest of her perfectly tanned skin. Chitin the color of night appeared in small patches on her arms and legs, steadily fusing together with her skin when they traveled up her ankles and across her shoulders, criss-crossing down over her bosom and back. Nefera's organs squelched and pulsed deep within her tissue, the bones pushing themselves past her muscles and fat and amalgamating with her skin, morphing into a durable exoskeleton that darkened to a shade of clouded onyx. Her hands hissed and popped while joints were forced together and fingers joined to form a pair of sharp claws and thumb; the back of her top ripped open when two pairs of large, leathery wings sprouted from her back and pushed themselves out from beneath her shoulder blades. The wings still glistened with moisture when a a set of feathery antennae peeled away from the back of her scalp and her teeth fused together into grinding plates. Blue blotches and spots of icy fire flashed along her arms and legs while the Omnitrix appeared around her waist, completing the transfiguration.

The Necrofriggian gave a quick flap of her wings and soared off to join the battle just as Eon and Professor Paradox erupted from the smoke and onto the spot she had been mere moments before. The two Time Walkers were locked in combat, with Eon using his signature blade and Paradox using his cane to hold him off; the two were easily locked in a stalemate.

"Your running out of time, old man." Eon spat.

"On the contrary, I have more than enough!" the professor grinned as he parried and struck the dimensional traveler in the chest with the butt of his cane, earning him a moment to catch his breath. A loud roar caught his attention and he looked back behind Eon to see a Panuncian wearing a spiked, crimson collar come stalking out of the cloud of slowly dissipating gas. Before his very eyes, Copycat suddenly split herself in half a dozen clones that rushed off as a pack in the direction the ghouls had fled.

"Be careful, children!" the ghouls faintly heard him call after them amid the growls and snarls of the Panuncian pride that was hot on their tails.

"We need to split up!" Clawdeen cried when they approached a crossroads in the labyrinth of containers and crates.

A primal bellow caught their attention and they flinched when Ultimate Spidermonkey came crashing from the sky, blocking their path with her massive girth. The evolved Arachnichimp's low jaw split open and a glob of slimy, wet webbing came shooting out, just narrowly missing the ghouls. Before she could make a move to try and capture and/or smash them however, the wall of shipping containers to her right exploded as Humungousaur came barreling through and rammed her shoulder into, tackling her to the ground.

"You think!?" Nefera snapped as she turned to run down a passage with Cleo and Frankie while Draculaura and Clawdeen fled down the opposite corridor; the savage bellows of Copycat and all her duplicates were hot on their heels as they split to follow the ghouls down their individual paths.

Nefera's lungs burned and her legs might as well have been jello at that point, she was so tired. Her heart was pounding in her chest, threatening to tear itself out from all the stress it was being put under, but one was certain: she couldn't stop running, not if she wanted to live to see the sun rise again.

"They're gaining on us!" Cleo screamed when she dared to steal a peek over her shoulder and paled at the sight of how many teeth and claws were coming for her.

"Keep running!" Frankie shouted.

Nefera most certainly did NOT want to keep running. She had been running all night and she had never been more exhausted in her entire unlife. She was so tired . . . so very tired. She felt like if she stopped running that she would fall asleep and wouldn't wake for a thousand years, she was so weak. Her legs trembled with ever step, threatening to give from under her if she so much as faltered and she was just barely breathing.

"Incoming!"

The mummy skidded to a stop and promptly fell to her knees when Diamondhead came charging down the lane of containers and rushed past them, her hands a jagged mess of crystalline spikes that shot out rounds of explosive crystals like a pair of gattling guns. The advancing Panuncians were forced back with slight whimpers, giving the Petrosapien enough time to pause and thrust a hand deep into the earth beneath her feet. Instantly a wall of crystal and diamond erupted forth, erecting an impenetrable wall that blocked off the corridor behind them giving them a moment to breath.

"I . . . I can't believe I'm saying this," Cleo panted. "But . . . thanks, Toralei . . ."

"Eh, don't mention it." the Petrosapien winked. "You ghouls alright?"

"D-Define . . .define 'alright' . . ." Nefera snarled between gasps for breath, glaring venomously at her savior.

The crystalline alien was about to offer a retort when the ground began to shake and tremble before it suddenly split in two beneath Diamondhead's feet with the shriek of twisted metal and grinding noise of concrete and rubble torn asunder. A widening fissure opened up beneath her and she fell in up to her chest with a surprise yelp, catching herself on the lip of the crack. The ground began to rumble again and Armodrillo emerged from the earth in a cloud of dirt and dust, her hands transforming into a pair of powerful, swirling drills.

"Go! Run! I got this!" Diamondhead shouted. With a grunt, she pulled herself from the fissure and morphed her left arm into a sharped blade, taking a fighting stance and quickly leaping back as Armodrillo took a swing at her, drills madly spinning. The Petrosapien hurriedly deflected a blow aimed at her face and gritted her teeth as the sharpened drill dug heavily into the crystals that made up her arm, sending out hairline fractures and cracks that hurt much more than they looked. With a loud yell, Diamondhead delivered a swift uppercut to the Talpaedan's face and rammed her reinforced head into her chest, knocking her flat on her back.

The ghouls didn't waste any time and pushed on as the crystalline alien took a flying leap with a thunderous battle cry from behind at the Talpaedan while they fled. They quickly rushed around a corner, pressing themselves as deep into the shadows as they possibly could, desperate to stay out of sight and harm's way; all around them, the sounds of battle raged on. The slugfest between Humungousaur and Ultimate Spidermonkey was absolutely deafening, ranging from primal bellows and roars to the sound of screeching metal as shipping containers were chucked like some toys in a temper tantrum between a pair of toddlers. From only a short distance away they could hear the sounds of Diamondhead and Armodrillo duking out through a myriad of explosions and tectonic tremors that threatened to knock them off their feet; from out within the maze of the docks came the frustrated snarls growls of the Panuncian pack on the hunt, working as a frightfully efficient team to track their scent and rip them to shreds; it seemed nowhere was safe.

"I hope Clawdeen and Draculaura are okay." Frankie mumbled to herself when they stopped to catch her breath.

"Better them than us." Nefera growled, wincing at the pain that shot through her body like lightning.

Cleo glared daggers at her sister. "How do you unlive with yourself?"

The older De Nile sibling rounded on her younger sister with a tired and very irritated expression. "Let me make something clear to you, DEAR SISTER. I don't CARE about your stupid friends. Having friends is a sign of WEAKNESS. Relying on others gets you NOWHERE in this world. If you want anything done right, you have to do it yourself, no matter who or what you have to step on to get what you want. What I want is to live through tonight, and if that means your little friends end up becoming creature-chow, I don't care so long as I am still alive, got it?"

At that, Cleo felt her blood boil and her fists clench tightly and it was only through Frankie's attempts to restrain her that Nefera wasn't currently being throttled and strangled. "What is the matter with you!? Our lives are in danger and all you can think about is yourself! We're all in this together and yet you can't stop thinking about how you're going to survive the night without giving a second thought to whether or not any of us will, much less your own sister! How can you be so . . . so . . . so AWFUL!?" she failed to find the proper words.

"When you're better than the rest, you can pretty much be whatever you want." Nefera allowed a small smirk to cross her lips, just to aggravate her sister even further.

"Why you son of a-" Cleo spat viciously before she felt something wrap around her neck and suddenly pull taunt, choking her. The mummy gagged and desperately tugged at whatever was constricting her throat before she was swiftly yanked to the ground, hard. She felt herself being dragged back and she fearfully opened her eyes to see Snare-oh standing on top of a shipping container over her with her bandage-like fingers stretched out and wrapped around her neck, slowly reeling her in like a doomed fish caught on an all too alluring hook. The Daughter of the Mummy feebly clawed at her throat in a near fruitless attempt to free herself, but the female Thep Khufan proved stronger and continued to pull her in ease despite her struggling.

Frankie suddenly dove for Cleo's legs and grabbed her by the ankles at the last second, pulling her back with all her strength. "N-Nefera!" she grunted. "Help us!"

"Don't . . . bother!" Cleo choked out. "She'd rather- GAK!"

By now Snare-oh was getting thoroughly annoyed, letting out a bone-chilling moan that sent shivers up her their spine. The Thep Khufan lashed out with her elastic fingers, looping several more of her bandage-like fingers around Cleo's wrists, shoulders, and legs, tightening and securing her hold on her as she snapped back her arms and nearly pulled her prize free of Frankie's grasp.

The Daughter of Frankenstein however, was no having any of it. "Hang on, Cleo! This might hurt!" she warned when she gave a sharp tug on the mummy's ankles and quickly lunged for the bandages that held her captive. With a quick snap of her wrist she was able to severe them from her ghoul friend and sent a poisonous glare in Snare-oh's direction. Her neckbolts crackled with a frightening amount of electricity before she let lose an electric discharge that traveled up the Thep Khufan's bandages like a set of electrical cables and finally exploded in an intense blast of energy and light, frying her like a pile of overcooked noodles; with a soft moan of defeat that might as well have been a mournful breeze through a decrepit mausoleum, she collapsed into a pile of limp bandages and gauze.

"Th . . . Th-Thanks . . . Frankie . . ." Cleo groaned hoarsely as she fought for breath, sorely rubbing her constrained neck, hissing at the mark it would undoubtedly leave.

"Don't thank me yet." the Daughter of Frankenstein sent an anxious look at the mess of bandages that had once been a bloodthirsty Thep Khufan, paling several shades of green when she could have sworn she saw one of the strips move; that was only the breeze, right? She had no way of knowing and had no intention of finding out and went about quickly helping Cleo to her feet before they fled with her older sister even further into the labyrinth of the docks.

Blood pounded in Nefera's ears when they slunk through the shadows as silently as possible and her heartbeat sounded far too loud than was necessary, even more so than ever. With the sounds of war waging all around them - some sounded like a mere breath away from them accidentally getting crushed - every footstep felt like she was walking on eggshells, as if it had the potential to be her very last; the odds of that happening were FAR from being in her favor. The sound of a shipping container settling in the salt-laden air would send shivers up her spine and the scuffling, scurrying scraps of a rat's claws scrabbling across the seagull poop-covered docks would make her heart skip a beat. The smell was bad enough as it was, a noxious, choking soup of rotting fish, seaweed, sea salt, and seagull droppings, but the sudden, bone-chilling sounds were more than enough for her to want to forget the horrible night ever happened.

Nefera never wanted to see another watch for as long as she lived. She never wanted to hear about aliens ever again. As far as she was concerned, the night would be lost in the recesses of her mind and merely cast off as a really weird dream she had; yes, that was it. This was all a dream, it had to be. It was simply too ridiculous to be reality, that much she was sure. Watches that turned alternate versions of ghouls she knew from other dimensions into aliens? It was the ravings of a lunatic, that was what it was. It HAD to be that comet that was affecting her dreams, that was the only logical explanation.

ROOOOOOOOOOOOWWWWWWWRRR!

Of course, logic was a relative.

The mummy risked a glance over her shoulder as she, Cleo, and Frankie broke into an all out run, instantly regretting it when she saw nearly a dozen powerful and voracious Panuncians come racing around the corner, bellowing and snarling as they effortlessly bounced off the shipping containers like springs and gave chase after them. The saber-like fangs and the razor-sharp claws of the predators was already frightening enough, but the cold, hungry look they held in each of their crimson, slitted orbs was enough for Nefera to break out into a cold sweat as she fled as fast as her legs could possibly carry her.

"We need to split up!" Cleo shouted over the savage roars of Copycat and her clones.

"Excellent idea! I wish I'd thought of that!" Nefera bit back sarcastically as they skidded around a corner and hurriedly tried to pick up their speed again.

Another argument between the two sisters was swiftly (and thankfully) prevented when Cleo felt a hot warmth on the back of her neck. She immediately surged forward with newfound strength, mere seconds before a Panuncian clamped its crushing jaws on the spot that would have otherwise been her throat had she not moved out of the way in time; the pride was gaining on them when they came to a crossroads. Without thinking she scrambled for the right path, heart in her throat as she ran with what she guessed to be about half of Copycat's duplicates on her tail - though given the beast's ability to naturally clone itself, this brought the mummy little comfort.

It was then that Cleo realized that she wasn't alone.

"Seriously!?" the Daughter of the Mummy cried out with frustration when she caught sight of Nefera gaining on her out of the corner of her eye.

"I chose right first! It isn't my fault you didn't pick a different direction!" she spat back.

Cleo already had a retort building in the back of her mind when the wall of shipping containers and crates to her right suddenly came crashing down with a low, mournful groan and the hair-raising screams of twisted metal. The mummy didn't waste any time and powered on with a sudden burst of speed, expertly dropping down to the ground to slide under a container before popping back up and effortlessly vaulting over another that came crashing down in front of her with the help of a pile of smaller crates. All around her the containers and crates continued to fall, threatening to crush her into a bloody pulp as tremendous brambles and vines erupted forth from the earth and cleaved through the mess with little difficulty, oblivious to Cleo or Nefera as ruthlessly tackled their surroundings.

From beneath the rubble and debris, Wildvine emerged between the fleeing mummies and the quickly deterred Panuncians before she her hands forward. A pair of enormous creepers lunged for them and took out half of the predators with ease, only to be set upon by the other half as they quickly multiplied their numbers.

The Florauna narrowed her eye and taunted them with a 'come-at-me' gesture and expertly ducking under a Copycat clone that attempted to pounce on her before elegantly leaping over a second duplicate that came blindly charging at her. She quickly whipped out her arm and looped it around the neck of another Panuncian before snapping the elastic limb back and throwing the unfortunate predator high into the air without much care for where it landed; it wouldn't be getting up any time soon anyways.

Cleo didn't spare a glance back over her shoulder to see how Wildvine was handling things, not that she had a doubt that she couldn't; she toppled a wall of crates and containers that had to weigh several tons each as if they were nothing but playing cards that had been precariously stacked into a teetering tower.

In a word, she had it covered.

The mummy was shaken from her thoughts when she heard an all too familiar humming sound and skidded to a stop when she saw the absolutely enormous form of Gravattack; the Galilean hovered a few feet above the ground, her entire tremendous body curled up into a perfect ball that eerily resembled a small planet with a disturbing grin that only seemed to widen when it caught wind of Nefera and Cleo's fear.

With a series of crunching and grinding noises, Gravattack uncurled herself and landed with a low tremor, nearly knocking the two sisters off their feet as they turned to try and run for it. The Galilean only seemed to find amusement in their feeble attempt and stretched out her hand with fingers spread wide; a pulsating amber disk of undulating energy appeared at her fingertips and the mummies were swiftly yanked off their feet.

"AAAAHH!" Cleo cried as she tried to grab hold of something to anchor her to safety.

Nefera moaned as her stomach lurched, wondering how much more abuse her body could take. "Oh, unlife, why do you hate me so much?"

"Do you really want to know the answer?" a cold, rasping voice asked.

The De Nile sisters only had moments to prepare themselves before Big Chill came swooping in and fired off a blast of icy vapor at Gravattack, freezing her rock-encrusted arm in a layer of frost; with a yelp, Cleo and Nefera fell, the later landing somewhat more awkward and painfully than the former.

"Get out of here! I'll hold her off!" the Necrofriggian barked at them when Gravattack shattered the ice with a clench of her fist. The Galilean attempted to swat Big Chill out of the air, missing as her cells went intangible and enabled her body to be transparent to be passed through.

The De Nile sisters didn't waste any time and quickly hurried away from the fight, Nefera lagging somewhat further behind. The princess was mentally cursing Cleo with every fiber of her being, wondering why tonight of all nights everything seemed to be against HER. First her plan to ruin her younger sibling's relationship had failed miserably, then she had gotten up in some interdimensional alien war, and now she was running for her life and trying to avoid getting killed in the process while the alternate counterparts of her sister's friends waged war with each other in various alien forms.

And it seemed the universe had taken every golden opportunity to somehow involve her in it. There couldn't be anyone else out there who suffered this much abuse from the universe, could there?

TSEEW! TSEEW KA-BLAM!

The wind was hammered from Nefera's lungs and her vision spun dizzily from the sudden blast that had knocked her and Cleo off her feet. She groaned as she sat up, rubbing the lump she had taken to the temple, and froze with fear when she noticed that Eon was standing over her with the tip of his pulsing, purple blade less than an inch away from her face.

"I'll admit, you were FAR more problematic than I had anticipated," he glowered at her as he drew the blade back. "But all good things must come to an end."

"Hey!" Cleo snapped as she propped herself up on her elbows, glaring poisonously at the time-traveler. "Back off, you pasty zombie wannabe!"

Nefera didn't have time to wonder WHY her younger sister - the younger sister that she constantly subjected to torture and torment at the drop of a hat - when Eon made an attempt to decapitate her; she quickly ducked under the blade and gulped when the sharpened edge sliced off a few hairs from the top of her head, JUST missing her.

"Hang on, ghouls!" Big Chill suddenly called out from high above. The Necrofriggian tucked in her wings and pulled herself into a stoop, dropping straight down towards the earth like a bullet. At the last second, her wings snapped open to slow her decent and she blasted a freezing vapor at Eon just as he turned to face her, freezing him solid. That gave her enough time to grab Cleo and Nefera by the back of their tops and take off again, just as Eon broke free and began firing at them with his gauntlet.

Nefera gulped when she caught sight of the dimensional-travler's murderous look. "Do you have any idea how weird it feels being rescued by aliens!?" she shouted over the wind in her hair.

"Do you have any idea how weird it is rescuing myself AND my sister?" Big Chill rasped as she flapped her leathery wings.

Cleo sighed and glanced at her wrist. "As much as I hate to say it, I wish I had one of those Omnitrixes-"

"It's OMNITRICES." the Necrofriggian interrupted.

"Regardless," the Daughter of the Mummy shot a glare at the frigid insectoid. "I just want to be able to do something . . . rescue my ghouls . . . and make this Eon guy pay for ruining my night!"

"Speak for yourself!" Nefera snapped. "I want to forget this horrible evening as soon as possible!"

Big Chill sighed a low, rasping breath. "It's just A WATCH, Cleo. As Ben once told me, 'gadgets don't make the hero'."

"This Ben guy you all keeping talking about is either really wise or completely full of it." Cleo muttered, folding her arms with frustration as the Necrofriggian began to descend down towards the viewing platform of an old water tower that overlooked the whole docks. Waving at them with a considerably pleasant smile was none other than Professor Paradox, who took a step back to let Big Chill drop off the two sisters.

Cleo watch their savior while she flew off back into the fight as fast as her wings would carry her. "So . . . without a watch, we just have to . . . WATCH?"

"Well, that's one way of looking at it." Paradox offered her an answer. "Think of it this way, if you will: you could be trapped between the timelines, doomed to forever watch many moments in your lifetime repeat over and over and over again all at once; some good, but most absolutely dreadful. The fact of the matter is, sitting back and simply watching as it is has it's benefits."

Nefera grumbled. "Wonderful. Now I can add 'wibbly-wobbly, timey-wimey-related headache' to my list of injuries."

* * *

From atop the roof of a warehouse standing in the middle of the Port of Boo York and Boo Jersey, drinking in the absolute carnage and devastation that had been sewn by his hand. He savored it like one might a fine wine that they had been aging for years on end and were finally tasting the fruits of their labor and patience. It had taken him a long time for him and Eon to track down and . . . CONVINCE the dimensional counterparts to the ghouls that he sought to destroy and even longer to convince his partner to work with him once more after what happened the last time they attempted to pull off a similar scheme, but it had all been worth it nonetheless. All the tears and blood - metaphorically speaking - he had put into his plan were finally paying off and he couldn't have been more happy with the results as he watched the ghouls in their alien forms fight for HIM for a change; and if they could cause this much destruction in such a small area in such a small amount of time . . . the thought of him unleashing them upon an unsuspecting planet - preferably with a heavy population - had him almost salivating at the chaos that would ensue.

"Enjoying the view, Vilgax?"

The Chimera Sui Generis glanced over his shoulder and regarded Eon with a cruel smile as the time-traveler stepped out of a mauve portal behind him with a grin just as sinister. "Perhaps. I assume you knew that this would happen."

"To an extent. It would be unlike Paradox to not interfere." Eon replied, scowling at the Time Walker's name, as if it were a vile curse.

"Then we must move on to the final phase. Open the portal." Vilgax coolly ordered without turning to look at his partner. He would revel in the desolation that played before him like a performance at a grand theater a little while longer; after all, with Eon by his side, he had more than mere seconds to spare.

The dimension-traveler held out his hands and a roiling, pulsating orb of unstable purple energy formed from his fingertips before shooting straight up into the air and exploding into a swirling portal, as if it were a bug that had been smeared across a windshield. With a smile that would have made even the bravest of monsters and men shudder, Vilgax reached into the depths of the portal, searching from beyond reality and time and space as he pulled out an all too familiar device.

"A Chronosapien Time-Bomb." Eon breathed as the portal vanished, regarding the mechanism with awe. "I do hope you know how difficult it was to . . . acquire one of these little beauties."

Vilgax nodded. "And I thank you for your efforts, Eon." his voice ground like a cold, metal chain over weather stone. "I also took the liberty of installing a specific bio-signature targeting program to make things . . . easier."

Eon tread on the side of caution, remembering all too well what happened the last time the Chimera Sui Generis' plan had been allowed to reach this far unhindered. He was NOT about to go through the experience of being erased from existence if he could help it. "Meaning what, exactly? If you're going to wipe out this timeline-" he was interrupted when he heard the slight groan of stubborn metal.

The intergalactic warlord only grinned when he took notice of how the time-traveler's soulless, black eyes subtly flickered in another direction and he heard the sound of a startled breath catching in one's throat; they were being watched. It mattered not anyway. There was little to nothing that whomever was watching them could do to stop them. "On the contrary, the Chronosapien Time Bomb won't even touch this timeline. Rather, it will affect OTHER timelines, specifically individuals with a certain kind of DNA."

"What kind of DNA?" Eon pressed with a cold grin.

"MONSTER DNA." Vilgax grinned and his voice sounded thick and gravelly, a tone that had sent the bravest of men and monsters running away in fear. He knelt down on one knee, an action that seemed impossible or far beneath a being of his opprobrium and reputation, and input the code with a cruel delicacy of his claws before he drew himself back to his full height and took a step back to admire his work. The Chronosapien Time Bomb windup key-like top began to spin and whir loudly, generating a deadly, crimson energy that it seemed to draw from beyond the curtain of reality before it fired off the ball of unstable, temporal energy into the air. A thunderous explosion that seemed to rattle all of existence followed suit, bathing everything in a crimson light as the erratic orb of energy grew larger and more dangerous.

The Chimera Sui Generis chuckled at his handiwork, a truly frightening sound. "Only the pitiful humans of this timeline will remain intact while the monsters and all other timelines shall simply cease to exist, so that every monster in every timeline that has ever even heard of BEN TENNYSON will be destroyed." he grinned cruelly as he turned to address a seemingly random wall of shipping containers. "Isn't that right, my little spies?"

Taking his cue, Eon quickly generated a blast of crackling, purple energy between his fingertips and fired it off at the stack of crates and containers, aging it into dust and revealing a pair of trembling and truly terrified ghouls that looked like they would rather be literally anywhere else. Clawdeen and Dracualura shared a nervous gulp with one another and slowly backed away from the two villains before swiftly turning around and breaking into an all-out run. The werewolf earnestly fearfully grabbed hold of the petite vampire's and all but threw her on her back as she tried to put as much distance between them and the fast approaching wave of red destruction and devastation that seemed to hunger for them like a ravenous pack of wolves.

"It's gaining on us!" Draculaura wailed over the deafening roar.

"I'm . . . trying . . !" Clawdeen panted as she skidded around the side of a warehouse and hurried down the corridor between the walls of shipping containers. "Lala . . . if . . . if this is the end . . . I just wanted you to know . . . you were the beast friend a ghoul could ask for."

The werewolf felt the bantam vampire hug her tightly, burying her face in the back of her neck and her mane of chocolate tears. "You, too . . ." she whimpered softly in her ear.

Those were the last words either of the ghouls heard before the pain came. It was searing hot, a flash of intense white that was unlike anything they had ever felt before. Stubbing one's toe felt completely trivial in comparison, a dragon's scorching flames felt like a mere candle, even plummeting from the top of the tallest building in Boo York and somehow managing to survive the fall with severe injuries felt like a walk in the park compared to the absolute agony they felt. It was beyond words, beyond comprehension when the blistering, torrid wall of crimson death slammed into them and shredded them to atoms, erasing them from all of existence in just the blink of an eye. "AAAAAAAAAAAHHHHHHHHHHHHHHH!"

* * *

Nefera couldn't shake the feeling that something VERY bad had happened the moment an explosion powerful enough to rival that of a furious dragon erupted from the center of the docks, bringing with it an ever ominous and expanding sphere of flaming, unstable energy of unknown origin that made her feel like she should be running away in the opposite direction.

The mummy peered over the railing of the water tower's platform and out over the shipyard and caught sight of Bloxx fleeing from Gravattack as she plowed through the labyrinth of containers like a bulldozer. The Segmentasapien stretched out her arms with a loud clattering noise and vaulted herself over the roof of a warehouse, landing on the other side and grimacing when the Galilean barged through the side of the building like it was made of toothpicks.

"Uh-oh." Bloxx gulped when she caught sight of the wall of crimson doom fast approaching them from beyond Gravattack's shoulder. She turned to try and run away as fast as possible - maybe switch into a faster transformation - only to be cut off with a cloud of noxious lavender gas that poured forth from the nozzles and valves that decorated Gutrot's body.

The sound of heavy footsteps from behind her alerted her to Gravattack's presence and she turned to face her as the Galilean cracked her knuckles, a wicked grin splitting across her face. With options running thin, the Segmentasapien chose a third route and fled between the two evils' just as Gravattack was swallowed up by the impending cataclysm. She didn't dare look over to see what would become of Gutrot, she didn't have time to.

"Why did I think putting on this watch was a good idea?" Bloxx lamented to herself as she rounded a corner and was swiftly cut off by a wall of bandages. The Segmentasapien turned towards the source, narrowing her beady eyes when she caught sight of Snare-oh; the Thep Khufan through a glare just as unpleasant and lashed out her with bandages.

At the last second, a blast of frosty vapor shot her in the back, freezing the alien mummy in a cape of ice and turning her fluid, flexible bandages stiff and brittle. The strips that were her fingers shattered like glass while Big Chill swooped down from the air, hooked her claws under Bloxx's arms, and took off with the Segmentasapien in her grasp.

Snare-oh however, was not having any of it. With a surge of strength, she burst free of her icy prison and lashed out with whipping nest of her bandages, coiling a lucky individual around Bloxx's leg. The Thep Khufan snapped her wrist back and yanked the Segmentasapien free of the Necrofriggian's grasp, hurling her over her shoulder into the fast approaching wall of red without care; she didn't know exactly what it was, but it seemed deadly enough.

Perhaps a tad too deadly to be standing so close.

With that in mind, Snare-oh turned to make her own escape, rushing towards the sound of another battle. The Thep Khufan took a flying leap and whipped out her bandages, stretching them to an impossible length and wrapping them tightly around Humungousaur's head just as she had pinned Ultimate Spidermonkey to the ground and moved to try and punch her in the face. The Vaxasaurian bellowed in protest as Snare-oh landed on her back and pulled her bandages taunt, restraining and choking her opponent and giving Ultimate Spidermonkey enough to haul her tremendous bulk up off the ground.

By the time she did that, the Ultimatrix had timed out and enveloped her in a blast of vibrant, green light, returning her to her original vampire form. Bad Draculaura scowled and raised her hand to transform once more before she caught of something bright out of the corner of her eye and paled several pink at what she saw. "Wh-What is that?" her voice trembled uncharacteristically.

Humungousaur rumbled as she grabbed Snare-oh by the head and chucked her at the ground, snapping her bonds with a flex of her powerful muscles. Before the Vaxasaurian could further pummel the Thep Khufan, the two aliens were enveloped in varying flashes of colored light as their respective Omnitrices timed out and returned them to their original forms.

Nevertheless, Clawdeen lunged at Spectra with snapping jaws, viciously attempting to bite the phantom. The werewolf harmlessly sailed through the oddly preoccupied specter and prepared herself to pounce again - and hopefully sink her fangs into something that resembled flesh and blood - only to prick her sensitive ears up at a new sound, a sound she hadn't heard before. She turned her attention towards where this new sound seemed to be coming from and immediately flattened her ears against her skull and dropped into a submissive, worrisome posture complete with pitiful, puppy-like whimpers at the sight of what could only be described as imminent armageddon.

The ground beneath them erupted into tremors and fissures as Armodrillo and Wildvine emerged, the former smothered in the later's vines as she tried to drive her sap-hungry drills into the Florauna's chest. Mere moments before one of them would have met their end however, they simultaneously caught sight of the approaching devastation and were enveloped in blasts of intense light as their respective Omnitrices timed out; Jinafire landed gracefully on her feet, folding her arms patiently before her as Abbey landed none too gracefully on her face and propped herself up with an angry glare in the dragon's direction that was quickly replaced with fear.

"What we do now?" the yeti worried as she climbed to her feet.

"I . . . am uncertain." Jinafire offered her the best answer. "I am unsure what to make of this."

A series of ferocious roars caught their attentions and they turned to see Diamondhead come stumbling out from around the corner with a pair of Panuncians balanced precariously on her shoulders, furiously attempting to bite through her durable, crystalline skin with their saber-like fangs. The Petrosapien's knees buckled from a swipe to the face from one of the predator's paws and she collapsed to the ground with a low tremor. Before the Panuncians could descend upon her however, the Nemetrix and Omnitrix simultaneously timed out in flashes of varying colored light.

Undeterred, Huntress Jane whipped out a hunting knife hidden up her sleeve and pulled an unsuspected Toralei into a headlock, holding the blade to the werecat's throat. The weapon fell from the huntress' limp fingers before she could slit her prey's throat when caught sight of the incomprehensible wall of red coming their way.

"Every ghoul for herself!" Huntress Jane was shouted, overcome with a sickening feeling in the pit of her stomach.

"Oh, no you don't!" Toralei growled and tackled the huntress to the ground, pinning her as she fought and struggled.

Spectra however, didn't seem overly worried. "Don't worry! It's time for an exclusive interview with Alien X!" she quipped as she brought hand down on the Omnitrix fastened to her wrist and swallowed herself in a blast of intense, lilac light. Her alabaster skin was the first and by far most dramatic change, going from a pasty ivory to a deep onyx; it gave off an eerie sheen, as if it were made of some empyrean material beyond mortal comprehension. Patterns of what looked like sparkling, white stars and swirling galaxies danced vibrantly across Spectra's skin until she looked like she had the entirety of a galaxy inside of her. Her features were drastically simplified to the point where she had no facial features - save for a pair of lavender eyes - and her hair exploded into a crackling, obsidian flame when the Omnitrix fixed itself to her breastbone. The most notable change however, was the sense of power she felt. There were no words to describe what she could now feel, now words to describe how utterly omnipotent she had become; she was unbeatable. Unmatched. Incomprehensible.

Without a word, the Celestialsapien shot straight up into the air in a column of elysian flame, shooting off at the approaching cataclysm with a speed fast enough to rival that of a comet. She drew back her fist as she approached, the power of the entire cosmos at her command as she delivered a punch strong enough to shatter all of reality to the impending doom; surely that had to stop it.

Unfortunately, it only seemed to have the effect of AMPLIFYING the detonation, leaving Alien X only enough time to widen her eyes with horror before she swallowed and consequently destroyed, erased from all of existence.

With the Red Death now rapidly approaching, swallowing everything in its path without remorse or concern for who or what it consumed, the ghouls could do little else but try to run away from inevitable. One by one they swallowed by the blast, the entirety of a universe upon each of their shoulders vanishing in less than the time it had taken to create them. With screams of agony and pain beyond cognizance they were taken and like candles, snuffed out all too soon, taking with them all that had been, all that was, and all that would ever be with but a final breath farewell.

Cleo saw all of this from her perch atop of the water tower and desperately searched the docks for any sign of her ghoul friends, overcome with worry and grief. The screams of Dark Abbey and Toralei and Jinafire as they were destroyed rang hollow in her mind, the howls of Feral Clawdeen, Bad Draculaura, and Huntress Jane sickening her to her core. She NEEDED to find the ghouls. She HAD to.

A flicker of movement, a figure dashing out from behind a warehouse caught her attention and she all but through herself over the railing in the hopes of catching a glimpse of who it was. The mummy swore she nearly collapsed with relief when she caught sight of Frankie's signature bolts and stitching in the intense, crimson light that held everything captive in its ominous gaze. "FRANKIE!"

The young simulacrum jumped at the call of her name and turned towards Cleo with a momentary look of relief that had the mummy almost believing that everything was going to turn out alright; Frankie had that way of making any situation feel like that. But it was when the Daughter of Frankenstein stole a look over her shoulder at the impending doom coming to claim her and turned back to Cleo did she realize just how hopeless things were. She had only mere moments to say good-bye before Frankie was taken as well, leaving her truly alone in her madness.

Well, that was entirely true.

"Paradox? What's happening?" Nefera asked nervously. "Paradox?"

For once in their nearly five-thousand years as sisters, the two sisters De Nile could agree that they had never been more terrified than when they realized that the Time Walker was not with them; in a word, he had VANISHED.

The flap of leathery wings caught their attention and looked up just in time as the last Omnitrix timed out and returned Nefera Prime to her original form, a mask of absolute desperation on her face. "WHERE'S PARADOX!?" she shrieked.

"I don't know! He was here a second ago and then-" No-Watch Nefera tried to explain before the three of them were all suddenly blinded by an intense, blood red gaze. It was finally their turn to meet their fate, to walk their final march up to the gallows, and meet their end at the hands of a being so cruel that Hell itself would have spit him back out. The Daughter of the Mummy squeezed her eyes shut and prepared herself for the inevitable, her life flashing before her eyes.

The day she was first born, when she opened her eyes and met her mother and father for the first time. The day she became a big sister and had held Cleo's tiny hand so tenderly in her own for what seemed to have been the last time. The sudden betrayal of their uncle that had forced them into hiding. The last time she had seen her mother and had heard her voice pleading for her to run and never look back. The darkness of the tomb that they had sealed themselves in and the blinding light of the first sunlight they had seen in centuries too numerous to count. The first day she had attended Monster High. The fallout she had with her sister, the rift she had placed between herself and anyone that tried to reach out and help, and the way she had pushed them all away from her with biting comments and venomous curses.

It all seemed so . . . infinitesimal now that she got a look at the bigger picture, when her mind had been opened up to how irrelevant she really was in the grand scheme of things. Just an insignificant speck of dust lost in a sea of other specks of dust too numerous to count all waiting for the inevitable end. It seemed so . . . pointless.

It was then that Nefera realized that she was still there, still alive and not, for lack of a better term, dead . . . or worse. The princess dared to steal a peek and felt her eyes widen with awe and confusion when she saw Nefera-Prime standing bravely in front of her, enduring what had to be an unimaginable amount of pain. As if that weren't enough, Cleo had stepped in front her as well, supporting her dimensional counterpart like a shield and braving the same agony with a look of determination that Nefera had never seen before in her younger sister. Not in all five-thousand years of her unlife did she see a flame burn this intense or brightly.

Nefera-Prime's knees suddenly buckled and her legs gave out as she collapsed against Cleo and No-Watch Nefera. Her hand found her dimensional counterpart's wrist and clasped it with a grip so tight it turned her perfectly tanned skin a bone white in color.

All No-Watch Nefera could do was brace the two of them as best as possible and watch in awe and amazement as the Omnitrix gave a beep of notification and released itself from Nefera-Prime's wrist . . . and attached itself to HER.

"IT'S JUST A GADGET! BE THE HERO!" were Nefera-Prime's last words before she swallowed up within the Red Death, lost to the expanses of time and existence. That left only left the two sisters De Nile still standing, the younger of the two bravely protecting and shielding her older sister with her final breath.

And Nefera simply couldn't understand. "WHY?" she felt a dryness in her throat made it difficult for her to breath. Her eyes were suddenly itching and she was overwhelmed with this strange feeling that made her chest hurt and her stomach tie itself all up into knots. Was . . . what this feeling? Was this . . . GUILT?

Cleo turned and gave her a sad smile, lacing her fingers through Nefera's and giving her hand a firm squeeze as final tears found their way down her cheeks in twin rivers of regret. "Because . . . despite everything we've done to each other . . . we're still sisters. And I don't know where I would be without mine. I LOVE YOU."

Those were the last words, a dying whisper that faded into ash upon her sister's tongue, that Nefera heard before her entire world was enveloped in red and a pair of strong hands pulled her into oblivion.

"AH, THERE YOU ARE!"

* * *

What was this strange feeling that coiled itself inside her chest, feasting upon her insecurities and guilt? Why did it make every last breath that rattled from her broken body all the more difficult to breath? Why did it make tears that she had never shed in untold centuries finally come out now, escaping the steadfast prison she had locked her emotions away in? What was this feeling that made her stomach churn and her hands tremble uncontrollably?

It was then that Nefera realized that she was not only still alive, but some place entirely different than the armageddon she had left behind. From where she sat on her knees folded in on herself, it looked like the vast expanses of the universe were spread out before her. No, it was more than that. Despite there being nothing to stand on, nothing to restrict her or hold her in one place, she somehow knew that wherever she was, there was no place to truly go for there was no place to truly end; the expanses of the Omnitrix spread out before her in infinite directions that were beyond mortal comprehension, beyond a mortal's lifetime to even attempt to understand.

"Where . . ?" her voice hoarse, barely more than a soft rasp in the back of her throat.

"No need to ask WHERE we are. This isn't a place, so it's not a question that I can answer." Professor Paradox interrupted her with a tone that made it sound like it should have been obvious. "If you think of time/space like a tree with branches, then you and I are on a leaf that has fallen from it . . . only now, there is no longer any tree. Vilgax chopped it down."

And like a candle being snuffed out by a careless hand, an insignificant insect being mercilessly crushed by a calculative finger, a thread that had been cruelly cut by death's sinister scissors, the cool, caressing glow of the Omniverse faded from her sight, plunging Nefera and Paradox into a blackened abyss of depression and despair.

All had been lost.

"So . . . he did it. Vilgax won."

"I'm afraid so." The mummy croaked at that, unable to hold back her tears. She let them fall freely, staining her top with droplets of moisture that had long since longed for release; she was too busy thinking. Why, after everything that Nefera had put her through, after every opportunity she had taken to enact cruel and harsh torment upon her, WHY did her sister - the one being in all of existence that had suffered the most under her degenerate disposition - save her from what had to be inevitable doom; had Paradox not interfered, she wouldn't have been contemplating the matter in the first place, and yet she was.

Cleo had saved her. And she had been nothing but merciless to her. After all she had put her through . . . her sister still loved her.

They were right. They had ALL been right. She really was a horrible person.

The Daughter of the Mummy felt a heavy hand set itself upon her back, offering her a comforting and soothing rub. She turned with tear-stained cheeks to see Paradox knelt down beside her, offering her a pitiful smile.

"Sometimes people don't know what they have until it's gone. The truth is however, they knew what they had, they just never thought they would ever lose it." he offered her a piece of wisdom.

Nefera let that sit with her, turning the words around and around in her mind. She sadly stole a glance at the Nile blue Omnitrix that now resided on her wrist, a twisted reminder of everything that she had gained and lost in just a matter of hours; it was true. She never realized how much she missed Cleo until she had been ruthlessly taken away from her, never to be seen again.

A soft warmth suddenly tickled her nose and she looked up, wiping the tears from her eyes with the back of her hand to stare in wonder at a gentle, golden glow that beckoned to her from beyond some hidden plane. it comforted her, caressing her with it's glorious hands as if it were trying to cheer her up. Nefera shielded her eyes from the blinding gaze felt her lips gap with awe at how the Omnitrix seemed to glow like the blazing sun of the Scarehara in its hallowed gaze.

A double-edged sword. As much of a curse as it was a blessing. It was as if it were offering a second chance.

A second chance . . . did she really deserve such a thing?

Nefera wasn't sure she knew if she and she knew that she probably wouldn't ever know the answer. What she DID know however, was that she wasn't going to waste it. Not after what her sister had sacrificed to save her after every awful, appalling, horrid, scandalous, nasty thing she had done for her.

With a new determination in her eye, Nefera de Nile climbed to her feet, her fists tightly clenched as she turned to regard Paradox with a righteous glare, a look that said she wanted to correct her mistakes and make for right. "So. What do we do now?"

The Time Walker couldn't help but smile. "The only thing we can. Go back to where it all began . . . at the beginning."

"Then we haven't got much time to lose, now do we?"


End file.
